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): October 18, 2010
RealNetworks, Inc.
(Exact name of registrant as specified in its charter)
| WASHINGTON | 0-23137 | 91-1628146 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2601 Elliott Avenue, Suite 1000
Seattle, Washington 98121
(Address of principal executive offices) (Zip code)
(206) 674-2700
Registrant’s telephone number, including area code
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:
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On October 18, 2010, the following matters were voted upon and approved by the shareholders of RealNetworks, Inc. (the “Company”) at the Company’s 2010 Annual Meeting of Shareholders:
1. The election of Kalpana Raina, Janice Roberts and Dominique Trempont as Class 1 directors, each to serve for a three-year term, the election of Edward Bleier as a Class 2 director to serve for a one-year term, and the election of Eric Benhamou and Robert Kimball as Class 3 directors, each to serve for a two-year term.
2. The approval of an amendment to the 2007 Employee Stock Purchase Plan to authorize an additional 2,000,000 shares of the Company’s common stock for issuance pursuant to the 2007 Employee Stock Purchase Plan.
3. The ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010.
Director Election Results
The six individuals listed below received the highest number of affirmative votes of the outstanding shares of the Company’s common stock present or represented by proxy and voting at the Annual Meeting, and were elected to serve as directors by the vote set forth below. At the Annual Meeting, Robert Glaser, the Chairman of the Board of the Company, withheld votes on 49,213,069 shares of the Company’s common stock beneficially owned by Mr. Glaser with respect to the election of Ms. Raina and Messrs. Bleier, Benhamou and Kimball.
| Director’s Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Kalpana Raina(1) |
40,823,608 | 58,480,804 | 20,427,414 | |||
| Janice Roberts(1) |
95,856,186 | 3,448,226 | 20,427,414 | |||
| Dominique Trempont(1) |
95,859,300 | 3,445,112 | 20,427,414 | |||
| Edward Bleier(2) |
40,785,814 | 58,518,598 | 20,427,414 | |||
| Eric A. Benhamou(3) |
40,466,415 | 58,837,997 | 20,427,414 | |||
| Robert Kimball(3) |
47,105,633 | 52,198,779 | 20,427,414 | |||
| (1) | Ms. Raina, Ms. Roberts and Mr. Trempont were elected as Class 1 directors, each to serve a three-year term expiring at the 2013 annual meeting of shareholders. |
| (2) | Mr. Bleier was elected as a Class 2 director, to serve a one-year term expiring at the 2011 annual meeting of shareholders. |
| (3) | Messrs. Benhamou and Kimball were elected to serve as Class 3 directors, each to serve for a two-year term expiring at the 2012 annual meeting of shareholders. |
Approval of Amendment to the 2007 ESPP
The amendment to the 2007 Employee Stock Purchase Plan was approved by the vote set forth below:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 93,393,036 |
4,785,409 | 1,125,967 | 20,427,414 | |||
Ratification of KPMG LLP as the Company’s Independent Registered Public Accounting Firm
The appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010 was ratified by the vote set forth below:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 119,196,141 |
424,955 | 110,730 | 0 | |||
SIGNATURE
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 hereunto duly authorized.
| REALNETWORKS, INC. | ||||||
| By: | /s/ Tracy D. Daw | |||||
| Tracy D. Daw | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||
| Dated: October 22, 2010 | ||||||