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 February 2022

Commission File Number 1-14840

 

 

AMDOCS LIMITED

 

 

Hirzel House, Smith Street,

St. Peter Port, Island of Guernsey, GY1 2NG

Amdocs, Inc.

625 Maryville Centre Drive, Suite 200, Saint Louis, Missouri 63141

(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  ☒            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  ☒

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

 

 

 


Submission of Matters to a Vote of Security Holders.

Voting Results.

At the 2022 Annual General Meeting of Shareholders of Amdocs Limited (the “Company”) held on January 28, 2022, 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 2022 Annual General Meeting of Shareholders.

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

The 11 nominees named in the proxy statement were elected to serve as directors until the Company’s 2023 Annual General Meeting of Shareholders. 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

     98,201,162        8,501,756        28,282        —    

Adrian Gardner

     99,768,100        6,935,233        27,867        —    

James S. Kahan

     100,929,041        5,774,090        28,069        —    

Rafael de la Vega

     104,385,080        2,318,562        27,558        —    

Giora Yaron

     104,063,705        2,640,891        26,604        —    

Eli Gelman

     55,614,358        51,091,226        25,616        —    

Richard T.C. LeFave

     102,449,660        4,253,766        27,774        —    

John A. MacDonald

     104,452,557        2,251,295        27,348        —    

Shuky Sheffer

     105,483,146        1,222,473        25,581        —    

Yvette Kanouff

     105,310,930        1,395,239        25,031        —    

Sarah Ruth Davis

     105,515,917        1,192,341        22,942        —    

Proposal 2 – The approval of an increase in the dividend rate under the Company’s quarterly cash dividend program from $0.36 per share to $0.395 per share.

The shareholders approved an increase in the dividend rate under the Company’s quarterly cash dividend program from $0.36 per share to $0.395 per share. The voting results were as follows:

 

Votes For

   Votes Against    Votes Abstaining    Broker Non-Votes

106,715,331

   1,589    14,280    —  

Proposal 3 – The approval of the Company’s Consolidated Financial Statements for the fiscal year ended September 30, 2021.

The shareholders approved the Company’s Consolidated Financial Statements for the fiscal year ended September 30, 2021. The voting results were as follows:

 

Votes For

   Votes Against    Votes Abstaining    Broker Non-Votes

106,380,642

   6,133    344,425    —  

Proposal 4 – 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, 2022, 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, 2022, 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    Broker Non-Votes

101,232,323

   5,481,317    17,560    —  

Changes in Board Committee Composition

Mr. Eli Gelman has informed the Board of Directors that he has decided to step down from his membership on the Nominating and Corporate Governance Committee. Mr. Gelman will continue to serve as a member of the Board of Directors and on the Technology and Innovation Committee. The Board has appointed Mr. Richard T.C. LeFave as the new Chair of the Nominating and Corporate Governance Committee, effective immediately.


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 E. Smith
  Matthew E. Smith
  Secretary and Authorized Signatory

Date: February 1, 2022