mitk-20210303
March 3, 20210000807863FALSENASDAQ00008078632021-03-032021-03-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2021
 
MITEK SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3523187-0418827
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer
Identification No.)
   
600 B Street, Suite 100
San Diego,California 92101
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (619) 269-6800
Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareMITK
The NASDAQ Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 3, 2021, Mitek Systems, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). As of January 19, 2021, the record date for the Annual Meeting, there were 42,668,378 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 33,314,239 shares of the Company’s common stock were represented in person or by proxy. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter. These proposals, each of which was approved by our stockholders at the Annual Meeting, are more fully described in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on January 22, 2021 (the “Proxy Statement”).

1.A proposal to elect the following seven directors to serve until the Company’s 2021 annual meeting of stockholders and until their respective successors have been elected and qualified: Scipio “Max” Carnecchia, William K. “Bill” Aulet, Kim S. Stevenson, James C. Hale, Bruce E. Hansen, Alex W. “Pete” Hart, and Kenneth D. Denman.
ForWithheldBroker Non-Votes
William K. “Bill” Aulet23,435,002 242,536 9,636,701 
Scipio “Max” Carnecchia23,495,476 182,062 9,636,701 
James C. Hale22,743,316 934,221 9,636,701 
Bruce E. Hansen23,327,872 349,666 9,636,701 
Alex W. “Pete” Hart23,188,831 488,707 9,636,701 
Kim S. Stevenson23,149,775 527,762 9,636,701 
Donna C. Wells23,519,466 158,072 9,636,701 

2.A proposal to ratify the selection of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2021.

ForAgainstAbstainedBroker Non-Votes
32,690,832 275,439 347,968 — 


3.A proposal to approve on an advisory (non-binding) basis, the compensation of our named executive officers as presented in the Proxy Statement.
ForAgainstAbstainedBroker Non-Votes
22,871,317 585,305 220,916 9,636,701 









SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  Mitek Systems, Inc.
    
March 5, 2021 By:/s/ Jason L. Gray
   Jason L. Gray
   Chief Legal Officer