0000807863FALSE00008078632025-03-072025-03-07

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): March 07, 2025
 
MITEK SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3523187-0418827
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification No.)
   
770 First Avenue, Suite 425
San Diego,California 92101
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (619) 269-6800
Not Applicable
(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 Instructions 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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareMITKNASDAQ Capital Market
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.☐



Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 4, 2025, Mitek Systems, Inc. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). As of January 17, 2025, the record date for the Annual Meeting, there were 45,231,214 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 37,006,555 shares of the Company’s common stock were represented in person or by proxy. Set forth below is a brief description of each matter voted upon at the Annual Meeting and the voting results with respect to each matter. Voting results are, when applicable, reported by rounding fractional share
voting down to the nearest round number. These proposals, each of which was approved by our stockholders at the Annual Meeting, are more fully described in the Company's definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on January 28, 2025 (the "Proxy Statement").

1.A proposal to elect the following eight directors to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors have been elected and qualified: Scott R. Carter, James D. Fay, Rahul Gupta, Susan J. Repo, Mark Rossi, Kimberly S. Stevenson, Donna C. Wells and Edward H. West.
ForWithheldBroker Non-Votes
Scott R. Carter24,634,614 1,754,401 10,617,540 
James D. Fay25,807,025 581,990 10,617,540 
Rahul Gupta24,785,093 1,603,922 10,617,540 
Susan J. Repo23,720,203 2,668,812 10,617,540 
Mark Rossi25,789,952 599,063 10,617,540 
Kim S. Stevenson22,673,841 3,715,174 10,617,540 
Donna C. Wells21,518,409 4,870,606 10,617,540 
Edward H. West
25,790,634 598,381 10,617,540 

2.A proposal to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2025;

ForAgainstAbstained
36,175,833 282,762 547,960 

3.A proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as presented in the Proxy Statement.

ForAgainstAbstainedBroker Non-Votes
15,249,136 9,350,773 1,789,106 10,617,540 

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
104
Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL)


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.
 
  Mitek Systems, Inc.
    
March 7, 2025 By:/s/ David Lyle
   David Lyle
   Chief Financial Officer


v3.25.0.1
Cover
Mar. 07, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 07, 2025
Entity Registrant Name MITEK SYSTEMS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35231
Entity Tax Identification Number 87-0418827
Entity Address, Address Line One 770 First Avenue, Suite 425
Entity Address, City or Town San Diego,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92101
City Area Code 619
Local Phone Number 269-6800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol MITK
Entity Emerging Growth Company false
Entity Central Index Key 0000807863
Amendment Flag false
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