UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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): May 9 22, 2018

~~Financial~~FINANCIAL ~~Engines~~ENGINES, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34636	94-3250323
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	I.R.S. Employer Identification Number)
1050 Enterprise Way, 3d Floor Sunnyvale, California		94089
(address of principal executive offices)		(Zip Code)

1050 Enterprise Way, 3rd Floor, Sunnyvale, CA		94089
(Address of principal executive offices)		(Zip Code)

(408) 498-6000

(Registrant’s telephone number, ~~including~~Including area code~~: (408~~) ~~498-6000~~

~~Former name or former address, if changed since last report~~N/A

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~report.)

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligations of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (127 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 25.0207Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

~~The~~Financial ~~information~~Engines, inInc. ~~this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~ (the “~~Exchange Act~~Company”), orheld ~~otherwise~~its ~~subject~~2018 toAnnual ~~the~~Meeting ~~liabilities~~ of ~~that~~Stockholders ~~Section.~~on ~~The~~May 22, ~~information~~2018. inThere ~~this~~were ~~Current~~63,451,962 ~~Report~~shares ~~shall~~of ~~not~~common bestock ~~incorporated~~entitled byto ~~reference~~vote inat ~~any filing under~~ the ~~Securities~~Annual ~~Act~~Meeting, of ~~1933~~which ~~or the Exchange Act~~60,426,073 ~~except~~shares aswere ~~shall~~voted bein ~~expressly~~person ~~set~~or ~~forth~~ by ~~specific reference in such a filing~~proxy. ~~On May 9, 2018, Financial Engines, Inc. (“Financial Engines”) issued a press release regarding Financial Engines’ financial results for its first quarter ended March 31, 2018.~~ The ~~full~~following ~~text~~matters ofwere ~~Financial~~voted ~~Engines’~~upon ~~press release is furnished herewith~~ as ~~Exhibit 99.1.~~follows:

~~Item~~Proposal ~~9.01~~1:Election ~~Financial~~of ~~Statements~~three Class II directors to hold office until the 2021 Annual Meeting of Stockholders or until their successors are elected and ~~Exhibits.~~qualified:

(d) Exhibits


NOMINEES	FOR	WITHHELD	BROKER NON- VOTES
E. Olena Berg-Lacy	56,887,617	1,057,342	2,481,114
John B. Shoven	56,933,105	1,011,854	2,481,114
David B. Yoffie	57,314,734	630,225	2,481,114

Exhibit No.		Description
99.1		Press Release dated May 9, 2018

Proposal 2:The ratification of the appointment of KPMG LLP as Financial Engines’ independent registered public accountants:

SIGNATURES

FOR

AGAINST

ABSTAIN

BROKER NON-

VOTES

60,037,994

297,931

90,148

Proposal 3:An advisory vote to approve executive compensation:

FOR

AGAINST

ABSTAIN

BROKER NON-

VOTES

40,357,078

16,075,985

1,511,896

2,481,114

Proposal 4:A vote to approve the Employee Stock Purchase Plan:

FOR

AGAINST

ABSTAIN

BROKER NON-

VOTES

57,650,369

240,933

53,657

2,481,114

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.

	Financial Engines, Inc.
May 9, 2018	By:	/s/ Craig L. Foster
		Name: Craig L. Foster
		Title: Executive Vice President and Chief Financial Officer

Dated: May 24, 2018


FINANCIAL ENGINES, INC.

By:		/s/ Lewis E. Antone, Jr.
		Lewis E. Antone, Jr.
		EVP, General Counsel and Secretary

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