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):
January 20, 2011

NUANCE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		000-27038 (Commission File Number)		94-3156479 (IRS Employer Identification No.)

1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (781) 565-5000

(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):

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

On January 20, 2011, Nuance Communications, Inc. (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders approved the following four proposals by casting their votes as follows:

Proposal 1: To elect nine members of the Company’s Board of Directors:

Nominee		For				Against				Abstain				Broker Non-Votes
Paul Ricci			224,745,780				6,438,575				649,087				34,949,044
Robert Frankenberg			163,716,339				67,422,758				694,345				34,949,044
Patrick Hackett			229,911,004				1,281,290				641,148				34,949,044
William Janeway			229,960,523				1,212,882				660,037				34,949,044
Mark Laret			230,055,324				1,066,895				711,223				34,949,044
Katharine Martin			192,693,882				36,515,911				2,623,649				34,949,044
Mark Myers			163,733,089				67,453,596				646,757				34,949,044
Philip Quigley			229,916,319				1,272,429				644,694				34,949,044
Robert Teresi			229,707,430				1,431,814				694,198				34,949,044

Proposal 2: To approve an amendment to the Company’s 2000 Stock Plan to increase the shares available for issuance by 7,500,000 shares:

For		Against		Abstain		Broker Non-Votes
154,545,533		76,961,818		326,071		34,949,044

Proposal 3: To approve an amendment to the Company’s 2000 Directors’ Stock Plan to increase the shares available for issuance by 500,000 shares:

For		Against		Abstain		Broker Non-Votes
201,577,424		29,919,433		336,585		34,949,044

Proposal 4: To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2011.

For		Against		Abstain	Broker Non-Votes
266,145,783		464,556		172,147		—

SIGNATURE

     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.