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 26, 2011
VirnetX Holding Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-33852
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77-0390628
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5615 Scotts Valley Drive, Suite 110
Scotts Valley, California 95066
(Address of principal executive offices, including zip code)
(831) 438-8200
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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VirnetX Holding Corporation (the “Company”) held its Annual Meeting of Stockholders on May 26, 2011 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company elected to the Board of Directors the individuals listed below. Each director listed will serve as a Class I Director for a term of three years or until their resignation or their respective successors are duly elected and qualified.
Proposal 1: Election of Directors
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Nominee
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Votes For
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Withheld*
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Broker*
Non-Votes
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Kendall Larsen
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21,355,385 | 663,149 | 19,445,650 | |||||||||
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Scott C. Taylor
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20,968,309 | 1,050,225 | 19,445,650 | |||||||||
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* Withheld votes and broker non-votes do not affect the outcome of the election.
In addition, the following proposals were voted on and approved at the Annual Meeting:
Proposal 2: Ratification of the appointment of Farber Hass Hurley LLP
The stockholders ratified the appointment of Farber Hass Hurley LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. The votes regarding this proposal were as follows:
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Votes for
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40,727,094 | |||
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Votes against
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587,844 | |||
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Abstentions
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149,246 |
Proposal 3: Non-binding advisory vote on executive compensation
The stockholders voted, on an advisory basis, to approve executive compensation. The votes regarding this proposal were as follows:
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Votes for
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21,392,426 | |||
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Votes against
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108,821 | |||
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Abstentions
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517,287 | |||
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Broker Non-Votes
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19,445,650 |
Proposal 4: Non-binding advisory vote on the frequency of holding future advisory votes on executive compensation
The stockholders indicated their preference, on an advisory basis, that the advisory vote on executive compensation be held triennially. The votes regarding this proposal were as follows:
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Every Year
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5,369,296 | |||
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Every Two Years
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213,446 | |||
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Every Three Years
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16,215,263 | |||
| Abstentions* | 220,529 | |||
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Broker Non-Votes*
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19,445,650 |
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* Abstentions and broker non-votes do not affect the outcome of this proposal.
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 hereunto duly authorized.
| VIRNETX HOLDING CORPORATION | |||
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Date: June 1, 2011
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By:
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/s/Kendall Larsen | |
| Kendall Larsen | |||
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Chief Executive Officer
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