Form 8-K Item 5.07 (6.27.12)


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): June 27, 2012
VERIFONE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-32465
(Commission File Number)
04-3692546
(IRS Employer
Identification No.)

2099 Gateway Place, Suite 600
San Jose, CA 95110
(Address of principal executive offices with zip code)

(408) 232-7800 
(Registrant's telephone number, including area code)


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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

















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

VeriFone Systems, Inc. (the "Company") held its annual meeting of stockholders on June 27, 2012. The matters submitted to a vote of stockholders at the Annual Meeting and the final results for each matter submitted are as follows:

1.    The election of the following eight directors to serve a one-year term on the Company's board of directors: 

Director
For
Against
Withheld
Broker Non-Votes 

 
 
 
 
 
Robert W. Alspaugh
90,210,623
-
875,091
6,791,819
Douglas G. Bergeron
89,703,756
-
1,381,958
6,791,819
Dr. Leslie G. Denend 

89,299,091
-
1,786,623
6,791,819
Alex W. Hart 

90,286,654
-
799,060
6,791,819
Robert B. Henske
89,302,293
-
1,783,421
6,791,819
Richard A. McGinn

90,211,746
-
873,968
6,791,819
Eitan Raff 

90,125,931
-
959,783
6,791,819
Jeffrey E. Stiefler 

89,305,181
-
1,780,533
6,791,819


2.     The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in its Proxy Statement. The vote results were as follows:

Votes For

Votes Against
Abstentions
Broker Non-Votes
86,621,776
4,440,612
23,326
6,791,819

3.     The Company’s stockholders ratified the selection of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2012. The vote results were as follows:

Votes For

Votes Against
Abstentions
Broker Non-Votes
97,436,451
425,362
15,720
-





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
VERIFONE SYSTEMS, INC.
 
 
Date: June 27, 2012
                              By:  /s/ Albert Liu                                                 
                              Name: Albert Liu
Title: Executive Vice President, Corporate Development and General Counsel