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

QAD Inc.

_____________________________________________________

(Exact name of registrant as specified in its charter)

100 Innovation Place, Santa Barbara, California 93108

(Address, including zip code, of principal executive offices)

(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))

Securities registered pursuant to Section 12(b) of the Act:

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.                                                                                                                                       ☐

On June 11, 2020, QAD Inc. (the "Company" or "we" or "our") held its annual meeting of stockholders (the "Annual Meeting"). Presented below are the voting results for the proposals submitted to our stockholders at the Annual Meeting, which are further described in the Company's Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 23, 2020, the relevant portions of which are incorporated herein by reference.

At the Annual Meeting, the presence, in person or by proxy, of stockholders holding at least a majority of the voting power of our outstanding Class A common stock ("Class A Stock") and outstanding Class B common stock ("Class B Stock") constituted a quorum for the transaction of business. Each share of Class A Stock has one-twentieth (1/20th) of a vote and each share of Class B Stock has one (1) vote. As of the record date of April 16, 2020 (the "Record Date"), the issued and outstanding voting securities of the Company were as follows:

Present or represented by valid proxy at the Annual Meeting on a combined basis of Class A Stock and Class B Stock were 19,102,229 shares, which represented 93.50% of shares outstanding, equivalent to 3,974,891 votes representing 95.17% of votes outstanding and entitled to to be cast as of the Record Date. Therefore, a quorum was present for the purposes of the Annual Meeting.

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.

4