UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | Innodata Inc. (the “Company”) held its Annual Meeting of Stockholders on June 8, 2023. At the Annual Meeting of Stockholders, the Company’s Stockholders (1) elected all four of the Company’s nominees for director; (2) approved the appointment of BDO India LLP to serve as the Company’s independent auditors for the fiscal year ending December 31, 2023; (3) approved on an advisory basis the compensation of the Company’s named executive officers; and (4) approved on an advisory basis the alternative of one year for the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. |
| (b) | The following matters set forth in the Company’s Proxy Statement dated April 26, 2023 were voted upon with the results indicated below: |
Proposal #1- Election of Directors:
| Name | For | Withheld | Broker Non-Votes | |||
| Jack S. Abuhoff | 9,718,460 | 1,622,520 | 4,741,725 | |||
| Louise C. Forlenza | 9,618,088 | 1,722,892 | 4,741,725 | |||
| Stewart R. Massey | 9,221,772 | 2,119,208 | 4,741,725 | |||
| Nauman (Nick) Toor | 9,676,830 | 1,664,150 | 4,741,725 |
Proposal #2- Ratification of the selection and appointment of BDO India LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023:
| For | Against | Abstain | ||
| 15,794,320 | 155,138 | 133,247 |
Proposal #3- Approval on an advisory basis of the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||
| 9,202,658 | 2,105,200 | 33,122 | 4,741,725 |
Proposal #4- Advisory vote on the frequency of holding future advisory votes on the compensation of the Company’s named executive officers:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 10,855,517 | 61,183 | 360,931 | 63,349 | 4,741,725 |
| (d) | Based on the results set forth in Proposal #4 above, which is consistent with the recommendation of the Company’s Board of Directors, the Board of Directors has determined that future advisory votes on the compensation of the Company’s named executive officers will take place on an annual basis until the next required vote on the frequency of stockholder votes on the compensation of the named executive officers. |
| Item 9.01. | Financial Statements and Exhibits. |
| (104) | Exhibits |
See Exhibit Index below, which is incorporated by reference herein.
Exhibit Index
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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 thereunto duly authorized.
| INNODATA INC. | ||
| Date: June 13, 2023 | By: | /s/ Amy R. Agress |
| Amy R. Agress | ||
| Senior Vice President and General Counsel | ||