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):

~~February~~March 71, 2022

_________________________________

NUANCE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

_________________________________

Delaware

000-27038

94-3156479

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(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)

_________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	NUAN	The NASDAQ Stock Market LLC

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):

☐ 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))

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~~Item 25.0207. Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~February 7~~March 1, 2022, Nuance Communications, Inc. (the "“Company"”) ~~announced~~held its ~~financial~~2022 ~~results~~Annual ~~for~~Meeting ~~the~~of ~~first~~Shareholders ~~quarter ended December 31, 2021. The press release, including~~ (the ~~financial~~“Annual ~~information contained therein, is attached hereto as Exhibit 99~~Meeting”).1. ~~The~~At ~~press release is incorporated herein by reference. The press release includes certain non-GAAP financial measures. A description of~~ the ~~non-GAAP~~Annual ~~measures~~Meeting, the ~~reasons~~shareholders ~~for~~cast their ~~use,~~votes ~~and~~on ~~GAAP~~four toproposals ~~non-GAAP~~as ~~reconciliations are included in the press release.~~follows:

~~The~~Proposal ~~information~~1: inTo ~~this~~elect ~~Item~~nine ~~2.02~~members ~~and the exhibit attached hereto are being furnished and shall not be deemed to be “filed” for the purposes~~ of ~~Section 18 of~~ the ~~Securities~~Company’s ~~Exchange~~Board ~~Act~~ of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.Directors:

ITEM 9.01 Financial Statements and Exhibits




Director Nominee	For	Withheld
Lloyd Carney	188,424,978	12,011,137
Mark D. Benjamin	199,816,173	619,942
Daniel Brennan	199,818,263	617,852
Thomas Ebling	198,690,100	1,746,015
Robert Finocchio	199,750,528	685,587
Laura S. Kaiser	198,762,651	1,673,464
Michal Katz	195,345,569	5,090,546
Mark Laret	182,045,379	18,390,736
Sanjay Vaswani	193,715,504	6,720,611

~~(d)Exhibits~~Proposal 2: To approve a non-binding advisory vote on executive officer compensation:

99.1 Press Release dated February 7, 2022 entitled "Nuance Announces First Quarter 2022 Results."




For	Against	Abstain	Broker Non-Votes
195,178,236	4,352,308	905,571	44,950,620

Proposal 3: To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022:




For	Against	Abstain
244,157,276	921,951	307,508

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.

NUANCE COMMUNICATIONS, INC.

Date: February 7, 2022

By:

/s/ Daniel D. Tempesta

Date: March 1, 2022

By:

/s/ Wendy Cassity

Daniel D. TempestaExecutive Vice President andChief Financial Officer

Wendy CassityExecutive Vice President andChief Legal Officer

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