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): May 18, 2010
Medidata Solutions, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34387 | 13-4066508 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 79 Fifth Avenue, 8th Floor New York, New York |
10003 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 918-1800
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 Instruction 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The following proposals were submitted to the stockholders at the 2010 Annual Meeting of Stockholders held on May 18, 2010:
| • | The election of seven directors to serve until our next annual meeting of stockholders or until their respective successors have been elected and qualified. |
| • | The ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010. |
For more information about the foregoing proposals, see our proxy statement filed with the Securities and Exchange Commission on April 9, 2010, the relevant portions of which are incorporated herein by reference.
The number of shares of common stock entitled to vote at the annual meeting was 23,115,391. The number of shares of common stock present or represented by valid proxy at the annual meeting was 18,135,500. All matters submitted to a vote of our stockholders at the annual meeting were approved. The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:
1. Election of Directors
The seven director nominees who received the highest number of votes (all of the individuals listed below) were elected to our board of directors, and will serve as directors until our next annual meeting or until their respective successors have been elected and qualified.
| Director Nominee |
Votes For | Votes Withheld | Non-Votes | |||
| Tarek A. Sherif |
14,334,785 | 211,892 | 3,588,823 | |||
| Glen M. de Vries |
14,432,086 | 114,591 | 3,588,823 | |||
| Carlos Dominguez |
13,886,613 | 660,064 | 3,588,823 | |||
| Neil M. Kurtz, M.D. |
13,871,319 | 675,358 | 3,588,823 | |||
| George W. McCulloch |
13,892,213 | 654,464 | 3,588,823 | |||
| Peter Sobiloff |
14,429,536 | 117,141 | 3,588,823 | |||
| Robert B. Taylor |
14,430,136 | 116,541 | 3,588,823 |
2. Ratification of Deloitte & Touche LLP as independent registered public accounting firm
Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010. The results of the voting included 17,897,392 votes for, 156,880 votes against, and 81,228 votes abstained.
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.
| MEDIDATA SOLUTIONS, INC. | ||||||
| Date: May 18, 2010 | ||||||
| By: | /s/ MICHAEL I. OTNER | |||||
| Name: | Michael I. Otner | |||||
| Title: | General Counsel and Secretary | |||||