STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2015
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
25501 West Valley Parkway, Suite 300
Olathe, Kansas 66061
(Address of principal executive office)(Zip Code)
(Registrant's telephone number, including area code)
(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:
communications pursuant to Rule 425 under the Securities Act (17 CFR
⃞ 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
(a - b) At the 2015 Annual Meeting, stockholders of NIC Inc. (the “Company”) voted on three proposals and cast their votes as described below. The proposals are described in the Company’s Proxy Statement.
The following directors were elected to serve until the 2016 Annual Meeting of Stockholders and until their successors are elected and qualified as set forth below:
|Harry H. Herington||52,109,266||2,329,005||7,100,565|
|Art N. Burtscher||53,930,208||508,063||7,100,565|
|Venmal (Raji) Arasu||53,994,269||444,002||7,100,565|
|Karen S. Evans||53,995,469||442,802||7,100,565|
|Ross C. Hartley||37,713,380||16,724,891||7,100,565|
|C. Brad Henry||53,995,476||442,795||7,100,565|
|Alexander C. Kemper||52,565,869||1,872,402||7,100,565|
|William M. Lyons||46,511,907||7,926,364||7,100,565|
The Company notes that holders of approximately 31% of outstanding shares that voted, cast a “WITHHOLD” vote for Ross C. Hartley. The Company believes that most of these votes were likely cast as a result of a report by Institutional Shareholder Services (“ISS”) recommending a “WITHHOLD” vote for Mr. Hartley, as a result of his service as a member of the Corporate Governance and Nominating Committee (the “Committee”) while an “affiliated outside director.” This recommendation was based on ISS’s position that Mr. Hartley is an “affiliated outside director” because he participated in the founding of the Company over 20 years ago and served as an officer of a subsidiary of the Company in the 1990s.
After discussions between the Committee and Mr. Hartley, Mr. Hartley was not re-nominated for Committee membership and the Board did not re-appoint him to the Committee. Mr. Hartley remains an independent member of the Board of Directors. Because Mr. Hartley will no longer serve on a committee, the Company is not aware of any other matters that would result in a negative recommendation for Mr. Hartley’s re-election as a director at any future stockholders' meetings if he is nominated for re-election.
Company stockholders approved on an advisory basis the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement for the 2015 Annual Meeting of Stockholders, as set forth below:
Company stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2015 as set forth below:
Item 8.01 Other Events
On May 5, 2015, the Board of Directors of the Company appointed Jayne Friedland Holland, the Company’s Chief Security Officer and Associate General Counsel, as Chief Security Officer and an Executive Officer of the Company, effective immediately. On May 7, 2015, the Company issued a press release announcing Ms. Holland’s appointment. A copy of the press release is furnished with this report on Form 8-K as Exhibit 99, and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits .
99 - Press release issued by NIC Inc. dated May 7, 2015 is being furnished as part of this report.
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.
/s/ William F. Bradley, Jr.
William F. Bradley, Jr.
Executive Vice President, Chief Administrative
Officer, General Counsel and Secretary
May 7, 2015
NIC Inc. Promotes Chief Security Officer to Executive Officer
Jayne Friedland Holland joins company’s executive team
OLATHE, Kan.--(BUSINESS WIRE)--May 7, 2015--NIC Inc. (NASDAQ: EGOV), the dominant provider of eGovernment services, announces the promotion of NIC’s Chief Security Officer, Jayne Friedland Holland, effective immediately. With this promotion, Ms. Holland joins NIC’s executive team and becomes the first female executive officer in the Company’s 23-year history.
“The security of the digital government services we develop has been and will continue to be a top priority for NIC,” said Harry Herington, NIC Chief Executive Officer and Chairman of the Board. “This is a critical responsibility within our Company, and I believe so strongly in its importance that NIC will join other forward-looking and leading companies by placing the Chief Security Officer on our executive team. Beyond Jayne’s cyber-security expertise, I value the legal counsel and strategic vision she has shared over the years, making her an obvious choice to join our executive team. Her leadership will be extremely beneficial to our executive team and the future of NIC.”
Ms. Holland joined NIC in 2005 as an Associate General Counsel and was promoted to Chief Security Officer in 2013, joining the company’s Senior Management Leadership team in 2014. As Chief Security Officer, Ms. Holland oversees NIC’s legal, policy, and technology practices to ensure the security of its web portals and online services. In addition, she oversees Payment Card Industry (PCI) compliance for the enterprise and the performance of internal infrastructure security reviews.
Founded in 1992, NIC (NASDAQ: EGOV) is the nation's leading provider of official government websites, online services, and secure payment processing solutions. The company's innovative eGovernment services help make government more accessible to everyone through technology. The family of NIC companies provides eGovernment solutions for more than 3,500 federal, state, and local agencies in the United States. Forbes has named NIC as one of the “100 Best Small Companies in America” six times, most recently ranked at No.36 (2014), and the company has been included five times on the Barron’s 400 Index. Additional information is available at http://www.egov.com .
Angela Davied, 913-754-7054
Director of Corporate Communications