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): May 11, 2011

FINANCIAL ENGINES, 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 Number)

1804 Embarcadero Road Palo Alto, California		94303
(Address of principal executive offices)		(Zip Code)

(650) 565-4900
(Registrant’s telephone number,
including area code)

N/A
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

 

Item 5.07		Submission of Matters to a Vote of Security Holders

Financial Engines, Inc. (“Financial Engines”) held an Annual Meeting of Stockholders on May 11, 2011. There were 44,181,723 shares of common stock entitled to vote at the Annual Meeting of Stockholders, of which 40,853,129 shares were voted in person or by proxy. The following matters were voted upon as follows:

Proposal 1:

Election of three Class I directors to hold office until the 2014 Annual Meeting of Stockholders or until their successors are elected and qualified:

NOMINEES		FOR		WITHHELD		BROKER NON-VOTES
Blake R. Grossman		36,999,581		385,410		3,468,138
Robert A. Huret		37,052,787		332,204		3,468,138
Jeffrey N. Maggioncalda		37,086,343		298,648		3,468,138

Proposal 2:

The ratification of the selection by the Audit Committee of the Board of Directors of KPMG LLP as Financial Engines’ independent registered public accountants:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
40,693,725		101,611		57,793		Not applicable.

Proposal 3:

The advisory vote on Financial Engines’ executive compensation:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
37,115,591		167,835		101,565		3,468,138

Proposal 4:

The advisory vote on the frequency of holding an advisory vote on Financial Engines’ executive compensation:

ONE YEAR		TWO YEARS		THREE YEARS		ABSTAIN		BROKER NON-VOTES
16,203,808		458,039		20,635,232		87,912		3,468,138

On May 11, 2011, the Board of Directors of the Company determined that it will include in the proxy materials a stockholder vote on executive compensation once every three years until the next required stockholder vote on the frequency of stockholder votes on executive compensation.

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.

Dated:   May 12, 2011