mitk-20200304
March 4, 20200000807863FALSENASDAQ00008078632020-03-042020-03-04

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): March 4, 2020
 
MITEK SYSTEMS INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3523187-0418827
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer
Identification No.)
   
600 B Street, Suite 100
San Diego,California 92101
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (619) 269-6800
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 Instructions 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value 00008078632020-03-042020-03-04

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): March 4, 2020
 
MITEK SYSTEMS INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3523187-0418827
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer
Identification No.)
   
600 B Street, Suite 100
San Diego,California 92101
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (619) 269-6800
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 Instructions 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareMITK
The NASDAQ Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 4, 2020, Mitek Systems, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). As of January 17, 2020, the record date for the Annual Meeting, there were 40,894,897 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 33,983,608 shares of the Company’s common stock were represented in person or by proxy. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter. These proposals, each of which was approved by our stockholders at the Annual Meeting, are more fully described in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on January 24, 2020 (the “Proxy Statement”).

1.
A proposal to elect the following seven directors to serve until the Company’s 2021 annual meeting of stockholders and until their respective successors have been elected and qualified: William K. “Bill” Aulet, Scipio “Max” Carnecchia, James C. Hale, Bruce E. Hansen, Alex W. “Pete” Hart, Jane J. Thompson, and Donna C. Wells.

ForWithheldBroker Non-Votes
William K. “Bill” Aulet22,173,951  602,243  11,207,414  
Scipio “Max” Carnecchia22,556,894  219,300  11,207,414  
James C. Hale21,371,520  1,404,674  11,207,414  
Bruce E. Hansen22,325,266  450,928  11,207,414  
Alex W. “Pete” Hart22,328,513  447,681  11,207,414  
Jane J. Thompson22,219,558  556,636  11,207,414  
Donna C. Wells22,505,737  270,457  11,207,414  

2.A proposal to approve the adoption of the Mitek Systems, Inc. 2020 Incentive Plan.

ForAgainstAbstainedBroker Non-Votes
17,538,124  5,159,898  78,172  11,207,414  

3.A proposal to ratify the selection of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020.

ForAgainstAbstainedBroker Non-Votes
30,886,363  1,052,142  2,045,103  —  

4.A proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as presented in the Proxy Statement.

ForAgainstAbstainedBroker Non-Votes
18,505,539  4,082,274  188,381  11,207,414  




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.
 
  Mitek Systems, Inc.
    
March 6, 2020 By:/s/ Jeffrey C. Davison
   Jeffrey C. Davison
   MITK
The NASDAQ Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 4, 2020, Mitek Systems, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). As of January 17, 2020, the record date for the Annual Meeting, there were 40,894,897 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 33,983,608 shares of the Company’s common stock were represented in person or by proxy. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter. These proposals, each of which was approved by our stockholders at the Annual Meeting, are more fully described in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on January 24, 2020 (the “Proxy Statement”).

1.
A proposal to elect the following seven directors to serve until the Company’s 2021 annual meeting of stockholders and until their respective successors have been elected and qualified: William K. “Bill” Aulet, Scipio “Max” Carnecchia, James C. Hale, Bruce E. Hansen, Alex W. “Pete” Hart, Jane J. Thompson, and Donna C. Wells.

ForWithheldBroker Non-Votes
William K. “Bill” Aulet22,173,951  602,243  11,207,414  
Scipio “Max” Carnecchia22,556,894  219,300  11,207,414  
James C. Hale21,371,520  1,404,674  11,207,414  
Bruce E. Hansen22,325,266  450,928  11,207,414  
Alex W. “Pete” Hart22,328,513  447,681  11,207,414  
Jane J. Thompson22,219,558  556,636  11,207,414  
Donna C. Wells22,505,737  270,457  11,207,414  

2.A proposal to approve the adoption of the Mitek Systems, Inc. 2020 Incentive Plan.

ForAgainstAbstainedBroker Non-Votes
17,538,124  5,159,898  78,172  11,207,414  

3.A proposal to ratify the selection of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020.

ForAgainstAbstainedBroker Non-Votes
30,886,363  1,052,142  2,045,103  —  

4.A proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as presented in the Proxy Statement.

ForAgainstAbstainedBroker Non-Votes
18,505,539  4,082,274  188,381  11,207,414  




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.
 
  Mitek Systems, Inc.
    
March 6, 2020 By:/s/ Jeffrey C. Davison
   Jeffrey C. Davison
   Chief Financial Officer

v3.19.3.a.u2
Cover
Mar. 04, 2020
Cover page.  
Document Type 8-K
Document Period End Date Mar. 04, 2020
Entity Registrant Name MITEK SYSTEMS INC
Entity Incorporation, State or Country Code DE
Entity File Number 001-35231
Entity Tax Identification Number 87-0418827
Entity Address, Address Line One 600 B Street, Suite 100
Entity Address, City or Town San Diego,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92101
City Area Code 619
Local Phone Number 269-6800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol MITK
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000807863
Amendment Flag false