Form 6-K

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2015

Commission File Number 1-14840

AMDOCS LIMITED

Hirzel House, Smith Street, St. Peter Port, Island of Guernsey, GY1 2NG

Amdocs, Inc.

1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

FORM 20-F þ         FORM 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

YES ¨         NO þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _______

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

Voting Results.

At the 2015 Annual General Meeting of Shareholders of Amdocs Limited (the “Company”) held on January 28, 2015, the proposals listed below were submitted to a vote of the Company’s shareholders. The proposals are described in the Company’s proxy statement for the Annual General Meeting.

Proposal 1 – The election of eleven nominees to the Company’s Board of Directors each for a term of one year.

The eleven (11) nominees named in the definitive proxy statement were elected to serve as directors until the 2016 annual meeting. Information as to the vote on each director standing for election is provided below:

 

Nominee

   Votes For      Votes Against      Votes Abstaining      Broker Non-Votes  

Robert A. Minicucci

     126,581,463         3,672,528         1,667,271         6,171,817   

Adrian Gardner

     126,938,201         3,433,699         1,549,364         6,171,815   

John T. McLennan

     127,434,839         3,427,179         1,059,244         6,171,817   

Simon Olswang

     128,157,122         2,214,517         1,549,624         6,171,816   

Zohar Zisapel

     129,279,238         1,582,902         1,059,122         6,171,817   

Julian A. Brodsky

     129,535,552         1,326,030         1,059,680         6,171,817   

Clayton Christensen (1)

     128,785,166         2,076,618         1,059,478         6,171,817   

Eli Gelman

     128,859,791         2,004,000         1,057,471         6,171,817   

James S. Kahan

     127,136,774         3,725,355         1,059,133         6,171,817   

Richard T.C. LeFave

     129,923,665         937,966         1,059,631         6,171,817   

Giora Yaron

     129,923,962         939,818         1,057,483         6,171,816   
(1) Dr. Christensen’s term will commence on April 1, 2015

Proposal 2 – The approval of an increase in the dividend rate under the Company’s quarterly cash dividend program from $0.155 per share to $0.17 per share.

The shareholders approved an increase in the dividend rate under the Company’s quarterly cash dividend program from $0.155 per share to $0.17 per share. The voting results were as follows:

 

Votes For

  

Votes Against

  

Votes Abstaining

137,020,326    11,411    1,061,333

Proposal 3 – The approval of an extension of the term of the Company’s stock option plan to January 2025.

The shareholders approved an extension of the term of the Company’s stock option plan to January 2025. The voting results were as follows:

 

Votes For

  

Votes Against

  

Votes Abstaining

  

Broker Non-Votes

118,725,093    12,137,288    1,058,884    6,171,814

Proposal 4 – The approval of the Company’s Consolidated Financial Statements for the fiscal year ended September 30, 2014.

The shareholders approved the Company’s Consolidated Financial Statements for the fiscal year ended September 30, 2014. The voting results were as follows:

 

Votes For

  

Votes Against

  

Votes Abstaining

136,248,369    17,982    1,826,723


Proposal 5 – The ratification and approval of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2015, and until the next annual general meeting, and authorization of the Audit Committee of the Board of Directors to fix the remuneration of such independent registered public accounting firm in accordance with the nature and extent of its services.

The shareholders ratified and approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2015, and until the next annual general meeting, and authorized the Audit Committee of the Board of Directors to fix the remuneration of such independent registered public accounting firm in accordance with the nature and extent of its services. The voting results were as follows:

 

Votes For

  

Votes Against

  

Votes Abstaining

136,313,023    695,099    1,084,952


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, thereunto duly authorized.

 

AMDOCS LIMITED
By: /s/ Matthew Smith

Matthew Smith

Secretary and Authorized Signatory

Date: February 3, 2015