---
schema_version: "secwatch.filing_event.v1"
accession: "0000807863-23-000100"
form_type: "8-K"
ticker: "MITK"
cik: "0000807863"
company_name: "MITEK SYSTEMS INC"
filed_at: "2023-10-03T23:59:59+00:00"
generated_at: "2026-06-10T05:55:17.982959+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Mitek Systems stockholders approve 2020 Incentive Plan amendment, reject officer exculpation amendment

## Summary
- Stockholders approved amendment to 2020 Incentive Plan, increasing authorized shares by 5,108,000 (17.5M for, 7.3M against).
- Proposal to amend Certificate of Incorporation for officer exculpation failed (20.8M for, 4.1M against) per meeting results.
- Seven directors elected: Carnecchia, Carter, Gupta, Hale, Repo, Stevenson, Wells (withheld votes ranged from 2.5M to 6.9M).
- Advisory say-on-pay vote approved (15.6M for, 9.3M against); board adopts annual frequency based on stockholder preference.

## SEC filing metadata
- accession: 0000807863-23-000100
- form_type: 8-K
- ticker: MITK
- cik: 0000807863
- company_name: MITEK SYSTEMS INC
- filed_at: 2023-10-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/807863/000080786323000100/0000807863-23-000100-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/807863/000080786323000100/mitk-20231002.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000807863-23-000100
- JSON: https://secwatch.observer/filing/0000807863-23-000100.json
- Plain text: https://secwatch.observer/filing/0000807863-23-000100.txt

## Key facts
- Shareholder Votes
  MITEK SYSTEMS INC shareholders approved Ratification of appointment of BDO USA, P.A. as independent registered public accounting firm at the 2023-08-10 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-08-10
  source text: A proposal to ratify the appointment of BDO USA, P.A. as our independent registered public accounting firm for the fiscal year ending September 30, 2023;
  evidence_url: https://www.sec.gov/Archives/edgar/data/807863/000080786323000100/0000807863-23-000100-index.htm
- Shareholder Votes
  MITEK SYSTEMS INC shareholders approved Election of seven directors to serve until the 2024 annual meeting at the 2023-08-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-08-10
  source text: A proposal to elect the following seven directors to serve until the Company’s 2024 annual meeting of stockholders and until their respective successors have been elected and qualified: Scipio “Max” Carnecchia, Scott Carter, Rahul Gupta, James C. Hale, Susan Repo, Kimberly S. Stevenson, and Donna C. Wells.
  evidence_url: https://www.sec.gov/Archives/edgar/data/807863/000080786323000100/0000807863-23-000100-index.htm
- Shareholder Votes
  MITEK SYSTEMS INC shareholders approved Advisory (non-binding) approval of compensation of named executive officers at the 2023-08-10 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-08-10
  source text: A proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as presented in the Proxy Statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/807863/000080786323000100/0000807863-23-000100-index.htm
- Shareholder Votes
  MITEK SYSTEMS INC shareholders approved Amendment and restatement of the Mitek Systems, Inc. 2020 Incentive Plan to increase shares reserved by 5,108,000 at the 2023-08-10 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-08-10
  source text: A proposal to approve the amendment and restatement of the Mitek Systems, Inc. 2020 Incentive Plan to increase the number of shares reserved for issuance thereunder by 5,108,000 shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/807863/000080786323000100/0000807863-23-000100-index.htm
- Shareholder Votes
  MITEK SYSTEMS INC shareholders approved Advisory (non-binding) vote on frequency of future advisory votes on executive compensation at the 2023-08-10 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-08-10
  source text: A proposal to approve, on an advisory (non-binding) basis, the frequency of future advisory stockholder votes on the compensation of our named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/807863/000080786323000100/0000807863-23-000100-index.htm
- Shareholder Votes
  MITEK SYSTEMS INC shareholders approved Amendment to Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-08-10 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-08-10
  source text: A proposal to approve the amendment to our Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/807863/000080786323000100/0000807863-23-000100-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.