Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. Adoption of 2020 Stock Plan On January 22, 2020, Nuance Communications, Inc. (the "Company") held its 2020 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the shareholders approved the adoption of the Company's 2020 Stock Plan (the "2020 Plan"). The 2020 Plan was approved by the Company's Board of Directors on November 5, 2019, subject to shareholder approval.

For a description of the terms and conditions of the 2020 Plan, see "Proposal 2: Approval of our 2020 Stock Plan" in the proxy statement for the Company's Annual Meeting filed with the Securities and Exchange Commission on December 12, 2019 (the "2020 Proxy"), which description is incorporated herein by reference. The foregoing general description of the 2020 Plan contained in the 2020 Proxy is qualified in its entirety by reference to the full text of the 2020 Plan that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders. On January 22, 2020, at the Annual Meeting, the shareholders cast their votes on five proposals as follows: Proposal 1: To elect nine members of the Company's Board of Directors:



Director Nominee     For      Withheld
Lloyd Carney     179,294,712 57,752,087
Mark D. Benjamin 236,838,401    208,398
Daniel Brennan   236,840,011    206,788
Thomas Ebling    232,787,998  4,258,801
Robert Finocchio 236,727,731    319,068
Laura S. Kaiser  232,492,770  4,554,029
Michal Katz      236,578,431    468,368
Mark Laret       235,911,657  1,135,142
Sanjay Vaswani   231,281,354  5,765,445

Proposal 2: To approve adoption of the Company's 2020 Stock Plan:



    For      Against   Abstain Broker Non-Votes
216,446,494 20,460,499 139,806    25,630,531

Proposal 3: To approve a non-binding advisory vote on executive officer compensation:



    For      Against   Abstain Broker Non-Votes
217,658,134 19,253,408 135,257    25,630,531

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, 2020:



    For      Against  Abstain
260,985,590 1,540,128 151,612

Proposal 5: To vote on a non-binding shareholder proposal that the Board of Directors take steps to require an independent chair:

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    For       Against   Abstain Broker Non-Votes
102,256,077 134,456,529 334,193    25,630,531

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.
Exhibit No.                     Description
10.1            Nuance Communications, Inc. 2020 Stock Plan

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