UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



FORM 10-K/A



amendment
no. 1



FOR ANNUAL
AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



(Mark One)



x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2012



OR



 ̈	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _____________ to _____________



Commission file number 000-53205



Diligent Board Member Services, Inc.

(Exact Name of Registrant as Specified in
Its Charter)





|Delaware                          | 26-1189601         
|--------------------------------- | -------------------
|(State or Other Jurisdiction      | (I.R.S. Employer   
|of Incorporation or Organization) | Identification No.)







39 West 37 St. 8th Floor, New York, NY,
10018

(Address of Principal Executive Offices)(Zip
Code)



(212) 741-8181

(Registrant’s telephone number, including
area code)



Securities registered pursuant to Section 12(b) of the Act:
None



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







| | Title of Each Class                      |  | Name of Each Exchange on Which
    Registered
| | ---------------------------------------- |  | ---------------------------------------------
| | Common Stock, par value $0.001 per share |  | The New Zealand Stock Exchange               





Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes __ No X



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes __ No X



Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). x Yes  ̈ No



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to their Form 10-K.  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated
filer, “large accelerated filer” and smaller company: in Rule 12b-2 of the Exchange Act.

(Check One):





|Large accelerated filer  ̈ | Accelerated filer x | Non-accelerated filer  ̈ | Smaller reporting company x
|------------------------- | ------------------- | ----------------------- | ---------------------------





Indicate by checkmark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ No x



The aggregate market value of common equity
held by non-affiliates as of the last business day of the registrant’s second fiscal quarter, computed by reference to the
last sales price as reported by NZX on June 30, 2012 of NZD 3.72 (US$2.98) per share, was US$161.6 million.



The number of shares of the registrant’s
common stock outstanding as of April 26, 2013 was 83,776,155.



DOCUMENTS
INCORPORATED BY REFERENCE



None.











Explanatory Note



This Amendment No. 1 on Form 10-K/A (this
“Amendment”) amends the Diligent Board Member Services, Inc. (“we,” “us,” “our,”
“the Company,” or “Diligent”) Annual Report on Form 10-K for the year ended December 31, 2012, originally
filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2013 (the “Original Filing”).



This Amendment is being filed
to amend the Original Filing to include the information required by Items 10 through 14 of Part III of Form 10-K,
which information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K.
General Instruction G(3) to Form 10-K permits the information in the above referenced items to be included in the Form 10-K
filing by incorporation by reference from our definitive proxy statement if such statement is filed no later than 120 days
after our fiscal year-end. We will file our definitive proxy statement outside such 120-day period and therefore we are
filing this Amendment to include Part III information in our Form 10-K. The reference on the cover of the Original Filing to
the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is
hereby deleted. This Amendment also amends and restates Item 5 of Part II in the Original Filing to provide supplemental
information to the disclosures in the Original Filing relating to the Company’s sales of unregistered securities.



In accordance with Rule 12b-15 under
the Exchange Act, Part II, Item 5 and Part III, Items 10 through 14 of the Original Filing are hereby amended and restated
in their entirety, and Part IV, Item 15 of the Original Filing is hereby amended to include as exhibits
updated certifications required by the Sarbanes-Oxley Act of 2002. This Amendment No. 1 does not amend or otherwise update
any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original
Filing and with our filings with the SEC subsequent to the Original Filing. This Amendment does not reflect events occurring
after the filing of the Original Filing or modify or update disclosures, including the exhibits to the Original Filing,
affected by subsequent events.



ii







CONTENTS



|         |                                                                                                                  | PAGE
|-------- | ---------------------------------------------------------------------------------------------------------------- | ----
|PART II 
|         |                                                                                                                  |     
|Item 5.  | Market for Registrant’s Common Equity,
    Related Stockholder matters and Issuer Purchases of Equity Securities | 1   
|         |                                                                                                                  |     
|PART III
|         |                                                                                                                  |     
|Item 10. | Directors, Executive Officers and Corporate Governance                                                           | 4   
|Item 11. | Executive Compensation                                                                                           | 10  
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                   | 15  
|Item 13. | Certain Relationships and Related Transactions, and Director Independence                                        | 17  
|Item 14. | Principal Accountant Fees and Services                                                                           | 18  
|         |                                                                                                                  |     
|PART IV 
|         |                                                                                                                  |     
|Item 15. | Exhibits, Financial Statement Schedules                                                                          | 19  





SIGNATURES



iii









PART II

ITEM 5. MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Market Information



On December 12, 2007, we completed a public share offering of
24,000,000 shares of our common stock in conjunction with our listing of our stock on the New Zealand Stock Exchange. Our common
stock currently trades on the New Zealand Stock Exchange under the symbol “DIL.”



Our common stock also trades periodically on the Over-the-Counter
Bulletin Board (OTCBB) under the symbol “DLBDF.” Trading in stocks quoted on the OTCBB is often thin and is characterized
by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.
OTCBB securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTCBB securities
transactions are conducted through a telephone and computer network connecting dealers in stocks.



The following table shows the high and low closing sales prices
for our common stock on the New Zealand Stock Exchange in New Zealand dollars.



|                   |  | Closing Price of Common Stock (NZD) |     
|------------------ |  | ----------------------------------- | ----
|Period             |  | High                                |     
|2011 — 1st Quarter |  |                                     | .86 
|2011 — 2nd Quarter |  |                                     | 1.26
|2011 — 3rd Quarter |  |                                     | 1.37
|2011 — 4th Quarter |  |                                     | 1.96
|2012 — 1st Quarter |  |                                     | 3.20
|2012 — 2nd Quarter |  |                                     | 3.72
|2012 — 3rd Quarter |  |                                     | 4.02
|2012 — 4th Quarter |  |                                     | 5.53



Holders



As of March 6, 2013, there are 1,955 holders of record of our
common stock.



Dividends



We have not paid any dividends on our common stock within the
past two fiscal years or during the current fiscal year.





1







Recent Sales of Unregistered Securities



The following is a summary of transactions
by our company involving offers or sales of its securities under our 2007 Stock Option Plan, 2010 Stock Option Plan and Stock Purchase
Plan that were not registered under the Securities Act of 1933 (or “Securities Act”) and were not previously disclosed
as unregistered issuances of securities.



1. Between October 18, 2010 and March 4,
2013, we issued 1,285,002 shares of common stock to employees, directors and others who exercised stock options previously awarded
to them pursuant to our 2007 Stock Option Plan. The exercise price of such options ranged from $0.14 per share to $0.16 per share,
with a weighted average exercise price of $0.15 per share. Further detail regarding these issuances appears below.



Issuances of Stock Upon the Exercise of Options Granted Under
the Company’s 2007 Stock Option and Incentive Plan



|Date of the Issuance |  | Title of the Optionee |  | Number of Shares |        
|-------------------- |  | --------------------- |  | ---------------- | -------
|October 18, 2010     |  | Employee              |  |                  | 18,000 
|October 18, 2010     |  | Employee              |  |                  | 55,000 
|October 28, 2010     |  | Employee              |  |                  | 20,000 
|December 23, 2010    |  | Employee              |  |                  | 16,667 
|February 2, 2011     |  | Employee              |  |                  | 10,000 
|April 21, 2011       |  | Employee              |  |                  | 18,333 
|May 3, 2011          |  | Employee              |  |                  | 21,667 
|October 5, 2011      |  | Employee              |  |                  | 21,667 
|October 18, 2011     |  | Employee              |  |                  | 21,667 
|October 18, 2011     |  | Employee              |  |                  | 16,667 
|October 26, 2011     |  | Employee              |  |                  | 15,000 
|November 21, 2011    |  | Employee              |  |                  | 15,000 
|November 29, 2011    |  | Employee              |  |                  | 16,667 
|January 16, 2012     |  | Employee              |  |                  | 15,000 
|January 16, 2012     |  | Executive Officer     |  |                  | 45,000 
|February 13, 2012    |  | Consultant            |  |                  | 30,000 
|March 8, 2012        |  | Employee              |  |                  | 16,667 
|April 24, 2012       |  | Employee              |  |                  | 18,333 
|April 24, 2012       |  | Employee              |  |                  | 15,000 
|April 24, 2012       |  | Employee              |  |                  | 17,000 
|May 17, 2012         |  | Employee              |  |                  | 16,667 
|September 10, 2012   |  | Executive Officer     |  |                  | 750,000
|October 16, 2012     |  | Employee              |  |                  | 15,000 
|October 18, 2012     |  | Employee              |  |                  | 20,000 
|November 20, 2012    |  | Employee              |  |                  | 10,000 
|December 2, 2012     |  | Employee              |  |                  | 10,000 
|March 4, 2013        |  | Employee              |  |                  | 25,000 
|March 4, 2013        |  | Employee              |  |                  | 15,000 



2. Between November 14, 2012 and January
23, 2013, we issued 900,000 shares of common stock to employees, directors and others who exercised stock options previously awarded
to them pursuant to our 2010 Stock Option Plan. The exercise price of such options ranged from $0.45 per share to $0.46 per share,
with a weighted average exercise price of $0.45 per share. Further detail regarding these issuances appears below.



Issuances of Stock Upon the Exercise
of Options Granted Under the Company’s 2010 Stock Option and Incentive Plan



|Date of the Issuance |  | Title      |  | Number of Shares |        
|-------------------- |  | ---------- |  | ---------------- | -------
|November 15, 2012    |  | Consultant |  |                  | 250,000
|November 15, 2012    |  | Employee   |  |                  | 50,000 
|November 20, 2012    |  | Employee   |  |                  | 200,000
|December 11, 2012    |  | Consultant |  |                  | 150,000
|December 19, 2012    |  | Consultant |  |                  | 250,000
|January 23, 2013     |  | Consultant |  |                  | 150,000





2







3. On November 6, 2012, the Company
issued 9,964 shares to three employees and a director at a purchase price of $3.01 per share, pursuant to its Stock Purchase
Plan. Further detail regarding these issuances appears below.



Issuances of Stock Under the Company’s
2010 Stock Purchase Plan



|Date of the Issuance |  | Title    |  | Number of Shares |      
|-------------------- |  | -------- |  | ---------------- | -----
|November 6, 2012     |  | Director |  |                  | 4,983
|November 6, 2012     |  | Employee |  |                  | 3,322
|November 6, 2012     |  | Employee |  |                  | 300  
|November 6, 2012     |  | Employee |  |                  | 1,359



Exemptions under the Securities Act



The Company believes that the issuance of shares of common stock to its executive officers and
director as disclosed above qualified for the exemption from registration provided by 4(2) of the Securities Act for
transactions by an issuer not involving a public offering due to the status of such individuals as executive officers and a
director of the Company, respectively. Based on the Company’s review to date, it has not been able to identify an
exemption from registration under the Securities Act for the issuance of common stock to employees and consultants as
disclosed above. The Company did not have processes in place to ensure that requirements to qualify for such exemptions were
satisfied at the time of issuance. As disclosed in Item 9A of this Annual Report on Form 10-K, the Board has unanimously
adopted resolutions calling for remedial and other actions to improve our internal controls and governance, including that
the Company will take steps to  assure that all shares issued under its stock option and incentive plans are registered with
all applicable regulatory authorities and are issued in compliance with all applicable laws. See Item 1A. “Risk
Factors”.





3







PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Board of Directors



The Company’s
Certificate of Incorporation provides for a classified Board of Directors, with three classes of directors, as nearly equal in
number as possible, elected by the holders of the Company’s common stock. The classes serve staggered three-year terms, with
the term of the Class I directors expiring at the Company’s 2013 Annual Meeting of Shareholders, the term of the Class II
directors expiring at the 2014 Annual Meeting of Shareholders and the term of the Class III directors expiring at the 2015 Annual
Meeting of Shareholders. Pursuant to the Company’s Certificate of Incorporation, the Series A Director is appointed by the
holders of the Company’s Series A Preferred Stock.



|Name, age and present position, if any, with the Company |  | Period served as director, other business experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Rick Bettle, 66
        (Class I)                        |  | Mr. Bettle has served on our Board of Directors since September 2007.  Mr. Bettle is a professional director and an Accredited Fellow and a past President of the New Zealand Institute of Directors. He is also a Graduate Fellow of the Australian Institute of Company Directors.  From 1995 to 1998, Mr. Bettle was the Chief Executive Officer of the New Zealand law firm Kensington Swan.   Mr. Bettle was the Chief Executive Officer of Alliance Group from 1991 to 1995 and the Managing Director of Wrightson from 1987 to 1991. He is currently the Chairman of Powerco New Zealand, Business Mentors NZ, and Ovita.  He is also a director of Revera Ltd, RVNZ Investments Limited and Solid Wood Innovation. Mr. Bettle was previously the Chairman of the Civil Aviation Authority of New Zealand and Aviation Security, the New Zealand Totalisator Agency Board, The Racing Industry Board, NZ Lamb Co., Capital Coast Health, Wrightson Finance.  He was also a director of Dominion Finance Holdings Limited and its related entities North South Finance and Dominion Finance Group Limited (all now in receivership and/or liquidation). Mr. Bettle’s wide business experience is seen as an asset to the Board along with his knowledge of the Company and having served for six years as a director of the Company, including through a period of turbulence for the Company during the global financial crisis.                                                                                                                                                                      
|                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Greg B. Petersen, 50
        (Class I)                   |  | Mr. Petersen has served on our Board of Directors since April 2013.  Mr. Petersen is currently a private investor and serves as a director and a member of the audit committee of PROS Holdings, Inc. and KIT digital, Inc.  Mr. Petersen has an extensive background as a technology company chief financial officer, and significant experience in financial planning, reporting and internal controls. From 2001 through 2012 he was the Executive Vice President and Chief Financial Officer of several technology companies including Activant Solutions, an enterprise software provider to the automotive, hardware, lumber and wholesale verticals; Lombardi Software, a business process management software company sold to IBM; CBG Holdings, Inc., a provider of banking software and services and CSIdentity, Inc., a provider of identity monitoring software and services.  Mr. Petersen started his career after business school at American Airlines where he worked in corporate development and finance from 1989 to 1997. Mr. Petersen holds a B.A. degree in Economics from Boston College and an M.B.A. from the Fuqua School of Business at Duke University. Mr. Petersen was selected as a director due to his experience as a Chief Financial Officer of several U.S.-based software companies and as a director and audit committee member of two U.S. publicly listed companies.  Mr. Petersen currently serves as the Company’s audit committee financial expert and his experience in financial planning, reporting and internal controls is a substantial asset to the Company.





4







|Name, age and present position, if any, with the Company |  | Period served as director, other business experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Joseph Carrabino, Jr., 51
        (Class II)             |  | Mr. Carrabino has served on our Board
of Directors since April 2012.  Mr. Carrabino has been a Partner of AEA Investors LP since 2004 and is Head of the Private
Debt Group, which focuses on mezzanine and senior debt investing in the middle market.  From 1999 to 2003, Mr. Carrabino
was a Partner at a private equity firm, J. H. Whitney & Co.  His responsibilities included serving as co-head of
the mezzanine debt and structured products groups and a member of their credit and investment committees.  Mr. Carrabino
also spent considerable time on J. H. Whitney’s private equity activities.  From 1987 to 1999, Mr. Carrabino worked
in the Investment Banking Department of Credit Suisse First Boston, attaining the position of Managing Director.  His
areas of focus included leveraged finance and private equity sponsor coverage, high yield finance, and corporate restructurings
and reorganizations.  Mr. Carrabino is currently a member of the Board of Directors of Ramsey Industries LLC and has
served on other boards in his various capacities at AEA and J. H. Whitney.  Mr. Carrabino is a graduate of Harvard College,
with an A.B. in economics.  Mr. Carrabino was selected as a director because of his experience with financings and capital
raising, his financial expertise and his experience as a director.
|                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Mark Weldon, 45
        (Class II)                       |  | Mr. Weldon has served on our Board of
Directors since May 2012.  Mr. Weldon currently owns and operates Terra Sancta Vineyards.  From 2002 to 2012,
Mr. Weldon served as a Chief Executive Officer of the New Zealand Stock Exchange (“NZX”).  Prior to that,
Mr. Weldon was an attorney at Skadden, Arps, Slade, Meagher & Flom and then became a Senior Engagement Manager at  McKinsey
& Company.  Mr. Weldon graduated from Auckland University with a Masters degree in Economics (First Class Honours),
a Bachelor of Commerce and a Bachelor of Arts. He then studied at Columbia University School of Law, graduating in 1997 with a
law degree and a diploma in International Law.  Mr. Weldon’s experience in working in both the United States and
New Zealand with listed companies, including as CEO of NZX, is seen as an asset to the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Mark Russell, 56
        (Class III)                     |  | Mr. Russell has served on our Board of Directors since October 2007.  Mr. Russell is a senior commercial partner of the New Zealand law firm Buddle Findlay, acting for a wide range of public and private companies and has extensive experience in corporate finance and structuring, and banking and insolvency.  He acts for a number of companies listed on the NZSX and NZX Alternative Market, with particular emphasis on the Rules of the New Zealand Stock Exchange (the “NZSX Rules”), compliance advice, initial listing and IPOs.  He gives banking and securities advice to New Zealand and overseas banks and overseas law firms, and he also provides advice to trustee companies and issuers on public securities issues and managed funds.  He is ranked as a leading individual in banking and finance in Asia Pacific Legal 500 2010.  Mr. Russell was selected as a director because of his familiarity with our Company as a result of having served as a director since our initial public offering in New Zealand, and his broad legal experience is seen as an asset to the Company.                                                                                                                                                                                                                                               





5









|Name, age and present position, if any, with the Company |  | Period served as director, other business experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Alessandro Sodi, 53
        (Class III)                  |  | Mr. Sodi serves as our Chief Executive Officer and President and a director of the Board since September 27, 2007.  Before our founding in 1998, Mr. Sodi served as an officer of our predecessor entity, Diligent Board Member Services, LLC (“DBMS LLC”), which was previously known as Manhattan Creative Partners, LLC (“MCP”), a consulting firm specializing in software development and the internet.  Subsequently, in 2003, MCP switched its focus to corporate governance service delivery.  From 2001 to 2003, Mr. Sodi managed the development of software that would become the Diligent Boardbooks system.  Mr. Sodi was selected as a director because as the Company’s Chief Executive Officer and President, he has in-depth knowledge of the Company’s operations, strategy and competitive position.                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|David Liptak, 54
        (Series A Director)             |  | Mr. Liptak was elected Chairman of our Board in March 2010 and was elected as a director by the holders of our Series A Preferred Stock in April 2009.  Mr. Liptak is the founder and Managing Partner of Spring Street Partners, L.P., which he formed in 1995.  Mr. Liptak was the founder and President of West Broadway Partners, Inc., an investment partnership that ultimately managed more that $700 million in investor capital in the West Broadway Partners group of funds until March 2005.  At that time, Mr. Liptak left the firm and began managing Spring Street Partners on a full-time basis.  Spring Street Partners is the holder of approximately 22 million shares of the Company’s Series A Preferred Stock (representing a majority of the outstanding Series A Preferred Stock), and also holds approximately 4.17 million shares of the Company’s common stock, representing beneficial ownership of approximately 25% of our common stock in the aggregate.  Mr. Liptak was selected as a director by the holders of our Series A Preferred Stock due to Spring Street Partners substantial investment in our capital stock, as well as due to Mr. Liptak’s extensive financial and investment experience.



Executive Officers



The following persons
currently serve as our executive officers in the capacities indicated below. Our executive officers are responsible for the management
of our operations, subject to the oversight of the Board.



|Name                                                       |  | Position & Other Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Alessandro Sodi, 53
        Director, CEO, President       |  | Please see biographical information under
        Alessandro Sodi “Board of Directors” on page 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Steven Ruse, 48
        Chief Financial Officer, EVP       |  | Mr. Ruse serves as our Executive
        Vice President and Chief Financial Officer (“CFO”).  Prior to his employment with the Company in 2009, from
        2006 to 2009, Mr. Ruse served as CFO for ING Private Wealth Management, LLC. From 2005 to 2006, Mr. Ruse served as CFO of ING Financial
        Markets, LLC. Prior to that, Mr. Ruse served as Controller for UBS Financial Services, Inc. from 1998 to 2005.                                                                                                                                                                                                                    
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Michael Flickman, 52
        Chief Technology Officer, EVP |  | Mr. Flickman serves as our Executive Vice President and Chief Technology Officer.  Prior to joining the Company in September 2011, Mr. Flickman served as Chief Technology Officer at Survey Sampling International from July 2008 to August 2011.  Prior to that time, Mr. Flickman served as Chief Technology Officer at CYA Technologies, Inc. since November 2004. Mr. Flickman has been working in the technology field for nearly 30 years, specializing in commercial software development, infrastructure architecture and management, enterprise software, product management, development process improvement and project management.
|                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                





6







|Name                                                           |  | Position & Other Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Jeffrey Hilk, 48
        Director of Client Services, SVP      |  | Mr. Hilk serves as Senior Vice President
        and Director of Client Services, and has global responsibility for Account Management and worldwide Client Support. Prior to joining
        the Company in March 2011, Mr. Hilk held senior-level sales positions with IT consulting firms, specifically Shore Group, Inc.
        from November 2009 to March 2011 and Presidio Networked Solutions from July 2007 to November 2009. Mr. Hilk has more than twenty-five
        years of experience in the technology industry, having led teams in account management, sales, product management and engineering,
        during his career at large multi-national companies such as NCR, AT&T, McDonnell-Douglas Aerospace Corp., and Boundless Corporation.
|                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Don Meisner, 58
        Treasurer                              |  | Mr. Meisner has served as our Controller
        and Treasurer since 2007. Mr. Meisner has a broad range of business experience including accounting, forecasting, budgeting, business
        analysis and systems implementation, with a particular emphasis on corporate compliance and financial reporting. Prior to joining
        us in 2007, Mr. Meisner served as the Controller of the Lebermuth Company, Inc. from February 2002 through 2007, where he was responsible
        for all aspects of accounting, as well as legal and insurance issues.                                                                                                                                                                                                  
|                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Robert Norton, 70
        General Counsel, Corporate Secretary |  | Mr. Norton serves as our General
        Counsel and Corporate Secretary, in which capacity he has served since 2008. Mr. Norton has been a practicing attorney for over
        35 years, commencing his career at the law firm of Shearman & Sterling LLP in New York City. Mr. Norton served as General Counsel
        of MasterCard International for over 15 years, where he was the head of the law department and was responsible for all legal matters
        addressed by the corporation. For the five years before he joined us in 2008, Mr. Norton was engaged as a sole practitioner in
        private practice and at times as a contract attorney.                                                                                              



None of our directors
or executive officers has been involved in any legal proceeding enumerated in Securities and Exchange Commission Regulation S−K,
Item 401, within the time periods described in that regulation, except as described in the following paragraph.



Rick Bettle serves
as one of our independent directors. As previously disclosed,the New Zealand Securities Commission (the functions of
which are now undertaken by the Financial Markets Authority) laid criminal and civil charges against all of the directors of Dominion
Finance Holding Ltd. and its wholly owned subsidiary North South Finance (four executive and two independent directors, one of
whom is Mr. Bettle). The Financial Markets Authority (the “FMA”) alleges that Dominion Finance Group's offer documents
and advertisements misled investors. In particular, the FMA alleges that the directors made false statements in the Dominion Finance
Group registered prospectus dated September 13, 2007 in New Zealand, as amended by an extension certificate dated December 20,
2007 in New Zealand and the North South Finance registered prospectus dated September 11, 2007 in New Zealand, as amended by an
extension certificate dated December 20, 2007 in New Zealand. In addition, the FMA alleges that a quarterly newsletter of Dominion
Finance Group and a letter to the investors of both Dominion Finance Group and North South Finance distributed during 2008 contained
similar untrue statements. Mr. Bettle, who was the Independent Chairman of Dominion Finance Holdings Ltd. and North South Finance,
has denied the allegations made. The Serious Fraud Office of New Zealand (the “SFO”), in addition to the FMA, also
investigated the companies. As a result of its investigation, the SFO determined that criminal charges should be laid. Four persons
associated with Dominion and North South Finance (two directors, the CEO and a fourth person who has name suppression) were subsequently
charged. Mr. Bettle was not one of those charged by the SFO. On April 12, 2013 in New Zealand, the CEO was found guilty of the
charges against him. The FMA case has been set for hearing on June 17th, 2013 in New Zealand.





7







Director Nomination Process



The Company’s
goal is to assemble a Board that brings to the Company a variety of perspectives and skills derived from business and professional
experience. The Board considers a variety of criteria when evaluating potential Board members, as described below, and expects
that its candidates be of the highest ethical character, share the values of the Company, be capable of discharging his or her
fiduciary duties to the shareholders of the Company, have reputations, both personal and professional, consistent with the image
and reputation of the Company, be highly accomplished in their respective field, and possess the relevant expertise and experience
necessary to assist the Company with enhancing shareholder value.



The Board considers
nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with
skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered
for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective.
The Nominations Committee seeks new nominees for election to the Board, when necessary, through a variety of channels, including
informal recommendations through business and personal contacts. Current members of the Board and the CEO are polled for suggestions.
Research also may be performed to identify qualified individuals. To date, the Company has not engaged third parties to identify,
evaluate, or assist in identifying potential nominees, although the Company reserves the right in the future to retain a third
party search firm, if necessary.



Pursuant to Rule 3.3.5
of the NZSX Rules, shareholders of the Company have the right to propose nominees for directors of the Company to be elected at
each Annual Meeting of Shareholders in accordance with the opening date and closing date for nominations announced by the Company
for each applicable annual meeting. Under the U.S. federal securities laws, shareholders who submit a nomination pursuant to NZSX
Rule 3.3.5 are also required to submit a filing with the SEC containing the information required by Schedule 14N. The Board will
evaluate any candidate recommended for nomination as a director, whether proposed by a shareholder, or identified through the Board’s
own search processes, about whom it is provided appropriate information in a timely manner.



All new candidates
for election to the Board and all Board members eligible for nomination for re-election to the Board are evaluated based upon a
variety of criteria, including the following:





| | · | whether the candidate has the highest level of personal and business integrity and a reputation
for integrity, honesty and fair dealing in the business community and such candidate’s local community;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | whether the candidate has the requisite senior level executive experience that management responsibilities
or has such candidate been engaged extensively in advising corporations as either an accountant or lawyer;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | whether the candidate’s personality is conducive to working effectively and on a collaborative
basis with the other directors on Board matters;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



| | · | the absence of conflicts of interest;
| | - | -------------------------------------



| | · | whether the candidate has expertise or skill set which is needed on the Board;
| | - | ------------------------------------------------------------------------------





8









| | · | whether the candidate has a level of financial literacy as would be appropriate for evaluating
budgets and financial statements; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | · | consideration of whether the candidate has experience in the software service industry or exposure
to the board portal business.
| | - | --------------------------------------------------------------------------------------------------------------------------------







The Board may also
consider such other factors as it may deem to be in the best interests of the Company and its shareholders.



Code of Conduct



We have a written Code
of Conduct that applies to all employees, including our Chief Executive Officer, Chief Financial Officer and Treasurer. The full
text of our Code of Conduct is published on our website at www.boardbooks.com under the “Investor Center-Corporate Governance”
caption. We will disclose any future amendments to, or waivers from, certain provisions of the Code of Conduct applicable to our
Chief Executive Officer, Chief Financial Officer and Treasurer on our website within four business days following the date of any
such amendment or waiver.



Audit and Compliance Committee



The Company maintains
a separately-designated standing Audit and Compliance Committee, which assists the Board in fulfilling its oversight responsibilities
by reviewing the integrity of the Company’s financial statements and financial reporting process, the qualifications, independence
and performance of the Company’s U.S. independent registered public accounting firm, and compliance with legal and regulatory
requirements. The current members of the Audit and Compliance Committee are Mark Russell, Greg B. Petersen and Joseph Carrabino,
Jr. Mr. Russell serves as Chairman of the Audit and Compliance Committee. The Board has determined that Mr. Petersen qualifies
as an “audit committee financial expert,” and has the required “accounting or financial background” in
accordance with the applicable rules of the SEC and the NZSX Rules and meets the independence standards applicable to audit committee
members under the listing rules of the NASDAQ Stock Market (“NASDAQ”).



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the
Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered
class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of
the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% shareholders are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. As part of the Company’s program
to improve internal controls and governance, as discussed in Item 9A of the Original Filing, the Company has reviewed past Section
16 filings by its officers and directors. The Company found that it had not historically provided customary support to its officers
and directors in achieving compliance with Section 16(a) obligations and resolved to assist its officers and directors in completing
any outstanding filings and in remaining compliant on a going-forward basis. Based on its review, the Company became aware of
several untimely filings required by Section 16(a) of the Exchange Act by persons who serve as directors and officers, specifically:
(i) two reports, one covering the initial filing obligation and one reporting a purchase from the Company, were filed late by Joseph
Carrabino Jr.; (ii) two reports, one covering the initial filing obligation and one reporting a stock option grant, were filed
late by Michael Flickman; (iii) three reports, one covering the initial filing obligation, one reporting a stock option grant,
and one reporting a transaction, were filed late by Jeffrey Hilk; (iv) five reports, one covering the initial filing obligation,
one covering a stock option grant, one covering one transaction, and two covering two transactions each, were filed late by Don
Meisner; (v) four reports, one covering the initial filing obligation, one covering a stock option grant, one covering a stock
option exercise and one covering a transaction, were filed late by Robert Norton; (vi) five reports, one covering the initial filing
obligation, one reporting a stock option grant and three reporting transactions, were filed late by Steven Ruse; and (vii) seven
reports, one covering the initial filing obligation and six reporting transactions, were filed late by Mark Russell; (viii) fifteen
reports, one covering the initial filing obligation, two reporting stock option grants and twelve reporting transactions, were filed
late by Alessandro Sodi; and (ix) one report, covering the initial filing obligation, was filed late by Mark Weldon.





9









ITEM 11. EXECUTIVE COMPENSATION



The summary compensation
table below summarizes information concerning compensation for the twelve months ended December 31, 2012 and the twelve months
ended December 31, 2011, of our Chief Executive Officer and our two other most highly compensated executive officers during our
2012 fiscal year. We refer to these individuals as the “Named Executive Officers.”



SUMMARY COMPENSATION TABLE



The following table
sets forth information with respect to the compensation of our Named Executive Officers for services in all capacities to us and
our subsidiaries.





|                              |  |      |  | Salary |         |  | Bonus |  |         | Nonequity Incentive Plan Compensation |  |  | Option awards |  |  | All other compensation |           |     | Total | 
|----------------------------- |  | ---- |  | ------ | ------- |  | ----- |  | ------- | ------------------------------------- |  |  | ------------- |  |  | ---------------------- | --------- | --- | ----- | 
|Name and Principal Position   |  | Year |  | ($)    |         |  | ($)   |  |         | ($)(1)                                |  |  | ($)(2)        |  |  | ($)(3)                 |           |     | ($)   | 
|                              |  |      |  |        |         |  |       |  |         |                                       |  |  |               |  |  |                        |           |     |       | 
|Alessandro Sodi               |  | 2012 |  |        | 549,133 |  |       |  | 750,000 | (4)                                   |  |  | 0             |  |  |                        | 0         |     |       | 
|Chief Executive Officer (CEO) |  | 2011 |  |        | 437,177 |  |       |  |         |                                       |  |  |               |  |  |                        | 2,370,000 | (5) |       | 
|                              |  |      |  |        |         |  |       |  |         |                                       |  |  |               |  |  |                        |           |     |       | 
|Jeff Hilk                     |  | 2012 |  |        | 150,000 |  |       |  | 35,000  | (6)                                   |  |  | 294,396       |  |  |                        | 260,000   |     |       | 
|Director of Client Services   |  | 2011 |  |        | 113,654 |  |       |  | 0       |                                       |  |  | 33,751        |  |  |                        | 0         |     |       | 
|                              |  |      |  |        |         |  |       |  |         |                                       |  |  |               |  |  |                        |           |     |       | 
|Michael Flickman              |  | 2012 |  |        | 225,000 |  |       |  | 80,000  | (6)                                   |  |  | 0             |  |  |                        | 260,000   |     |       | 
|Chief Technology Officer      |  | 2011 |  |        | 69,086  |  |       |  | 0       |                                       |  |  | 0             |  |  |                        | 0         |     |       | 



(1)	The amount reported represents incentive
compensation paid to Mr. Hilk pursuant to the terms of his March 2011 offer letter in the amounts of $294,396 and $33,751 in 2012
and 2011, respectively.



(2)	 The amounts reported in this column
represent the aggregate grant date fair value of the stock option awards granted to the Named Executive Officers in 2011 and 2012,
respectively. We estimate the fair value of awards on the grant date using the Black-Scholes option pricing model. The assumptions
made in calculating the grant date fair value amounts for stock option awards are incorporated herein by reference to the discussion
of those assumptions in footnote 16 to the financial statements contained in the Company’s Annual Report on Form 10-K filed
with the SEC on March 18, 2013. Note that the amounts reported in this column reflect the Company’s accounting cost for the
stock option awards, and do not correspond to the actual economic value that will be received by the Named Executive Officers from
the awards.



(3)	The amounts reported in this column
represent amounts paid for health benefits and the matching funds the Company’s provides in connection with the Named Executive
Officers’ contributions to the Company’s tax-qualified defined contribution plan, a Section 401(k) savings plan.





10







(4)	The amount reported in this column
represents a discretionary bonus approved by the Board on April 12, 2012. The bonus was payable in three equal installments on
each of April 30, 2012, July 31, 2012 and October 31, 2012.



(5)	Represents an option to purchase
3,000,000 shares of common stock granted on June 27, 2011, subject to vesting in six equal annual installments ending on June 28,
2018. This option will be cancelled with respect to 2,500,000 shares of common stock (such shares having a grant date fair value
of $1,975,000), subject to shareholder approval of replacement incentive compensation at our 2013 Annual Meeting of Shareholders.
As previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2013, the Board unanimously
approved a binding term sheet for the replacement incentive compensation package to be provided to Mr. Sodi, in substitution for
certain equity awards held by Mr. Sodi that will be cancelled.



(6)	These amounts represent discretionary
bonuses approved by the CEO or the Compensation Committee, as applicable, in 2012.



Narrative to Summary Compensation
Table



In fiscal 2012, the
primary components of our executive compensation program were:





| | · | Base salary
| | - | -----------



| | · | Annual incentives
| | - | -----------------



| | · | Equity compensation
| | - | -------------------



| | · | Other benefits
| | - | --------------



Base Salary



We use base salary
to fairly and competitively compensate our employees, including the Named Executive Officers, for the responsibilities we ask them
to undertake in performing their jobs. We view the base salary as the most stable component of our compensation program, as this
amount is not at risk. Since our emphasis is on performance-based compensation for executive officers, base salary adjustments
tend to be made when we believe there is a significant deviation from the general market or an executive officer’s responsibilities
increase significantly.



Annual Incentives



The Compensation Committee
has the authority to make discretionary incentive awards to our employees and executives, including the Named Executive Officers.
We did not have a formal bonus plan for making these awards and the form of payment, if any, is subject to the discretion of the
Compensation Committee. These awards are intended to reward our employees and executives for achieving strategic and operational
objectives. Bonuses were paid to our Named Executive Officers in 2012 in recognition of the significant sales growth and stock
price performance of the Company.





11







Pursuant to Mr. Sodi’s
employment agreement, at the beginning of the second quarter of every fiscal year, the Board will consider approving a lump sum
payment of $150,000 to Mr. Sodi. This payment will be at the discretion of the Board at the beginning of the second quarter of
every fiscal year during the term of Mr. Sodi’s employment agreement, taking into consideration market conditions and the
then-current performance of the Company. In April 2012, Mr. Sodi was awarded a bonus of $750,000 in recognition of the Company’s
trailing twelve month revenue growth, stock price performance and the achievement of positive cash flow from operations.



Pursuant to Mr. Hilk’s
offer letter, he is entitled to quarterly commissions based on the sales performance of his account management team. As Director
of Client Services, Mr. Hilk is primarily responsible for upgrades to existing client agreements and his incentive compensation
reflects performance with respect to this metric.



Equity Compensation



We use equity compensation
to promote an ownership culture that encourages preserving and building value for our shareholders. Such awards have been granted
under our 2007 Stock Option and Incentive Plan and our 2010 Stock Option and Incentive Plan. We believe that the opportunity to
acquire equity creates and maintains an environment that motivates our employees to stay with the Company and provides a key incentive
to promote our long-term success.



Other Benefits



Historically, we have
not provided retirement benefits to our executives, including our Named Executive Officers. However, we offer all of our U.S. employees,
including our Named Executive Officers, the opportunity to participate in our tax-qualified defined contribution plan, a Section
401(k) savings plan. This plan serves as the primary vehicle for our employees to accumulate retirement benefits. In 2012, we provided
a 4% match of any employee contributions (including contributions of the Named Executive Officers) made to the Section 401(k) plan.
We did not provide a match in 2011. We believe that the total amount of retirement benefits made available to our executives, including
the Named Executive Officers, under this plan is consistent with the level of total compensation that we seek to provide to our
executives.



We provide medical,
disability and life insurance benefits to our executives, including the Named Executive Officers, on the same terms and conditions
as are generally available to all of our salaried employees.



Tax Deductibility of Executive Compensation



Section 162(m) of the
U.S. Federal tax code prevents the Company from taking a tax deduction for certain non-performance-based compensation in excess
of $1 million in any fiscal year paid to our Named Executive Officers. While we generally seek to ensure the deductibility of the
incentive compensation paid to our executives, the Compensation Committee retains the flexibility necessary to provide cash and
equity compensation, consistently with the NZSX Rules, in line with competitive practice and the best interests of shareholders
even if these amounts are not fully tax deductible.



Employment Agreements



The Company entered
into an employment agreement with Alessandro Sodi on June 27, 2011 for a term of three years.  Mr. Sodi’s employment
agreement provides for an annual base compensation of $510,000 per year which will increase 15% per year during the term.  
In addition, at the beginning of the second quarter of every fiscal year, the Board will consider approving a lump sum payment
of $150,000 to Mr. Sodi. This payment will be at the discretion of the Board, taking into consideration market conditions and the
then-current performance of the Company.



The agreement also provided for the grant of a stock option to purchase 3,000,000 shares
of common stock exercisable in six equal installments of 500,000 shares per year, commencing on June 28, 2013 and continuing through
June 28, 2018. As previously disclosed by the Company, this option was granted in excess of the applicable
annual grant limit under the Company’s 2010 Stock Option and Incentive Plan. As disclosed by the Company on its Current Report
on Form 8-K filed with the SEC on April 16, 2013 the Company approved a binding term sheet for an incentive compensation package
to be provided to Mr. Sodi in substitution for the portion of such Options granted in excess of the applicable annual grant limit.
The grant of the new incentive awards and cancellation of the affected equity awards remain subject to the execution of definitive
legal documents to be approved by Mr. Sodi and the Compensation Committee and shareholder approval of the terms of the substitute
incentive compensation package and a new incentive plan in accordance with the NZSX Rules.





12







In the event Mr. Sodi
voluntarily resigns in connection with a change of control, for health issues related to him or his spouse or he is removed as
the CEO of the Company or his employment agreement is not renewed or extended, Mr. Sodi will be paid one year of his then current
salary. The agreement contains other provisions normally found in such agreements such as, by way of example, non-competition,
confidentiality and inventions clauses.



Outstanding
Equity Awards at DECEMBER 31, 2012



The following table
shows information concerning stock options and restricted stock awards outstanding held by the Named Executive Officers at December
31, 2012. No stock options of any of the Named Executive Officers were repriced.









|                                          |  |                                                                          |           |     | Option Awards                                                         | 
|----------------------------------------- |  | ------------------------------------------------------------------------ | --------- | --- | --------------------------------------------------------------------- | 
|Name                                      |  | Number of  Securities  Underlying  Unexercised  Options  (#) Exercisable |           |     | Number of Securities Underlying Unexercised Options (#) Unexercisable | 
|                                          |  |                                                                          |           |     |                                                                       | 
|Alessandro Sodi                           |  |                                                                          |           |     |                                                                       | 
|Chief Executive Officer (CEO) (1)         |  |                                                                          | 2,400,000 | (2) |                                                                       | 
|                                          |  |                                                                          |           |     |                                                                       | 
|Jeff Hilk Director of Client Services     |  |                                                                          | 0         |     |                                                                       | 
|                                          |  |                                                                          |           |     |                                                                       | 
|Michael Flickman Chief Technology Officer |  |                                                                          | 0         |     |                                                                       | 







The Company had no other equity incentive
plan awards or stock awards outstanding as of December 31, 2012 to its Named Executive Officers.



(1) As previously disclosed
by the Company, the options granted to Mr. Sodi were in excess of the annual grant limit under the Company’s 2007
Stock Option and Incentive Plan or 2010 Stock Option and Incentive Plan, as applicable. As disclosed by the Company in its Current
Report on Form 8-K filed with the SEC on April 16, 2013, the Company approved a binding term sheet for an incentive compensation
package to be provided to Mr. Sodi in substitution for the portion of such options granted in excess of the applicable annual grant
limit (1,600,000 shares will be cancelled and replaced in connection with his 2009 grant, and 2,500,000 shares will be cancelled
and replaced in connection with his 2011 grant). The grant of the new incentive awards and cancellation of the affected equity
awards remain subject to the execution of definitive legal documents to be approved by Mr. Sodi and the Compensation Committee
and shareholder approval of the terms of the substitute incentive compensation package and a new incentive plan in accordance with
the NZSX Rules.



(2) Represents an option
to purchase 2,400,000 shares of common stock granted on August 20, 2009, subject to vesting in three equal annual installments
ending on August 20, 2012. See note (1).



(3) Represents an option
to purchase 3,000,000 shares of common stock granted on June 27, 2011, subject to vesting in six equal annual installments ending
on June 28, 2018. See note (1).



(4) Represents an option
to purchase 200,000 shares of common stock granted on March 7, 2012, vesting in full on March 6, 2015.





13









COMPENSATION COMMITTEE REPORT



The Compensation Committee
has reviewed and discussed with management the foregoing summary of the Company’s Executive Compensation and, based on such
review and discussions, the Compensation Committee recommended to our Board that the discussion on Executive Compensation be included
in this Amendment.





| | Compensation Committee for the fiscal year ended December 31, 2012 of Diligent Board Member Services, Inc.
| | ----------------------------------------------------------------------------------------------------------
| | David Liptak (Chairman)                                                                                   
| | Joseph Carrabino, Jr.                                                                                     
| | Mark Weldon                                                                                               





Director Compensation



The following table
provides each element of compensation paid or granted to each director,* who is not also a Named Executive Officer, for service
rendered during the year ended December 31, 2012.



|Name                  |  | Fees earned or paid in cash ($)(1) |        |  | Stock awards ($) |  |  | Option awards ($) |  |  | All other compensation ($) |  |  | Total ($) | 
|--------------------- |  | ---------------------------------- | ------ |  | ---------------- |  |  | ----------------- |  |  | -------------------------- |  |  | --------- | 
|Rick Bettle           |  | $                                  | 60,000 |  |                  |  |  |                   |  |  |                            |  |  |           | 
|Mark Russell          |  | $                                  | 60,000 |  |                  |  |  |                   |  |  |                            |  |  |           | 
|David Liptak (2)      |  | $                                  | -      |  |                  |  |  |                   |  |  |                            |  |  |           | 
|Joseph Carrabino, Jr. |  | $                                  | 45,000 |  |                  |  |  |                   |  |  |                            |  |  |           | 
|Mark Weldon           |  | $                                  | 45,000 |  |                  |  |  |                   |  |  |                            |  |  |           | 



*Greg B. Petersen was appointed to the Board on April 3, 2013
and, accordingly, is not listed in the above chart regarding Director Compensation.



| | (1) | The amounts shown represent fees in U.S. dollars. Messrs.
Bettle, Russell and Weldon were paid in NZD. Mr. Carrabino was paid in U.S. Dollars.  
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Mr. Liptak has declined to take any directors’ fees and has never been paid
                                                    directors’ fees.



In May 2008, the directors
voluntarily agreed to a 50% reduction in the annual directors’ fees (an annual reduction from $60,000 per year per non-executive
director, to $30,000 per year per non-executive director) until the Company’s financial condition improved to enable the payment
of the higher fee, which reduction was in effect through December 31, 2011. The Board agreed, effective January 1, 2012, to restore
the $60,000 annual director’s fee for each non-executive director. We do not intend to pay directors’ fees to employee
directors or to Mr. Liptak, who has waived directors’ fees. The directors are also entitled to be paid for all reasonable
travel, accommodation and other expenses incurred by them in connection with their attendance at board or shareholder meetings,
or otherwise in connection with our business.





14









ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



Beneficial Ownership of our Common Stock



The following table
provides information concerning beneficial ownership of our common stock as of April 26, 2013 by:



| | · | Each person who is known to us to be the beneficial owner of 5% or more of our common stock;
| | - | --------------------------------------------------------------------------------------------



| | · | Each of our directors and nominees;
| | - | -----------------------------------



| | · | Each of our executive officers; and
| | - | -----------------------------------



| | · | All of our directors and executive officers as a group.
| | - | -------------------------------------------------------



Except as indicated
in the footnotes to this table, the persons or entities named have sole voting and investment power with respect to all shares
of our common stock and preferred stock shown as beneficially owned by them. Beneficial ownership representing less than one percent
is denoted with an asterisk (“*”).



Unless otherwise indicated,
the principal address of each of the persons below is c/o Diligent Board Member Services, Inc., 39 West 37 St. 8th Floor, New York,
NY 10018.





|Name of Beneficial Owner                                 |  | Number of Shares
        Beneficially Owned (1) |            |  | Percentage of Outstanding Shares (2) | 
|-------------------------------------------------------- |  | ----------------------------------------------- | ---------- |  | ------------------------------------ | 
|Officers and Directors                                   |  |                                                 |            |  |                                      | 
|Alessandro Sodi, Director, CEO, President (3)            |  |                                                 | 4,567,915  |  |                                      | 
|David Liptak, Chairman, Director (4)                     |  |                                                 | 25,950,307 |  |                                      | 
|Rick Bettle, Director                                    |  |                                                 | 50,000     |  |                                      | 
|Joseph Carrabino, Director                               |  |                                                 | 4,983      |  |                                      | 
|Mark Russell, Director                                   |  |                                                 | 85,957     |  |                                      | 
|Mark Weldon, Director                                    |  |                                                 | 75,000     |  |                                      | 
|Michael Flickman, Chief Technology Officer, EVP          |  |                                                 | 0          |  |                                      | 
|Jeffrey Hilk, Director of Client Services, SVP           |  |                                                 | 10,000     |  |                                      | 
|Don Meisner, Treasurer (5)                               |  |                                                 | 295,000    |  |                                      | 
|Robert Norton, GC, Corporate Secretary                   |  |                                                 | 165,500    |  |                                      | 
|Greg B. Petersen, Director                               |  |                                                 | 0          |  |                                      | 
|Steven P. Ruse, Chief Financial Officer, EVP             |  |                                                 | 673,350    |  |                                      | 
|All directors and named officers as a group (12 persons) |  |                                                 | 31,878,012 |  |                                      | 
|                                                         |  |                                                 |            |  |                                      | 
|5% Security Holders                                      |  |                                                 |            |  |                                      | 
|Spring Street Partners, L.P.(4)                          |  |                                                 | 25,950,307 |  |                                      | 
|Carroll Capital Holdings, LLC (6)                        |  |                                                 | 14,994,860 |  |                                      | 
|Milford Asset Management Limited (7)                     |  |                                                 | 5,319,005  |  |                                      | 



| | (1) | Includes (i) stock held in joint tenancy, (ii) stock owned as tenants in common, (iii) stock owned
or held by spouse or other members of the individual’s household, and (iv) stock in which the individual either has or shares
voting and/or investment power, even though the individual disclaims any beneficial interest in such stock.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Shares of common stock subject to options currently exercisable or exercisable within 60 days of
April 26, 2013, and shares of common stock issuable upon conversion of the Series A Preferred Stock are deemed outstanding and
beneficially owned by the person holding such options or Series A Preferred Stock for purposes of computing the number of shares
and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially
owned by any other person.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





15







| | (3) | Includes 2,400,000 shares subject to options exercisable within 60 days of April 26, 2012. As discussed
in Item 11, it is anticipated that these options will be cancelled as to 1,600,000 shares of common stock as part of Mr. Sodi’s
replacement incentive compensation subject to approval by shareholders at our 2013 Annual Meeting of Shareholders.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Includes shares of common stock beneficially owned by Spring Street Partners, L.P., with a principal
address at 488 Madison Avenue, 21st Floor, NY, NY 10022. David Liptak is the sole manager and member of West Broadway Advisors,
L.L.C., which is the sole general partner of Spring Street, L.P. Spring Street Partners, L.P. is the beneficial owner of 25,950,307
shares of common stock, which include (i) 21,777,904 shares of Series A Preferred Stock that are convertible into common stock
on a one of one basis and (ii) 4,172,403 shares of common stock.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Includes (i) 150,000 shares of common stock owned by the Cantaluppi Family Trust and (ii) 45,000
shares of common stock that may be acquired upon the exercise of currently exercisable options.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes (i) 10,889,219 shares of Series A Preferred Stock and 2,506,641 shares of common stock
owned by Carroll Capital Holdings LLC; (ii) 600,000 shares owned by Kenneth Carroll, Trustee, the Elizabeth Carroll 2012 Descendants
Trust; and (iii) 1,000,000 shares owned by the Kenneth Carroll 2012 Family Trust. Carroll Capital Holdings, LLC’s principal
address is 94 Long Pond Road, Hewitt, New Jersey 07421.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Milford Asset Management Limited’s principal address is Level 9, 70 Shortland Street, Auckland
1140, New Zealand.
| | --- | -----------------------------------------------------------------------------------------------------------------



We are not aware of
any arrangements involving our shareholders, the operation of which would result in a change of control.



Equity Compensation Plan Information



The following table sets forth, as of December 31, 2012, certain
information related to the Company’s equity compensation plans.





|Plan
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Category |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |           |     | Weighted-average exercise price of outstanding options, warrants and rights ($) |   |      | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | --------- | --- | ------------------------------------------------------------------------------- | - | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Equity compensation plans approved by security holders (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                             | 8,028,334 | (2) |                                                                                 | $ | 0.86 |                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                             |           |     |                                                                                 |   |      |                                                                                                                                                   | 
|Equity compensation plans not approved by security holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                             | 0         |     |                                                                                 |   | 0    |                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                             |           |     |                                                                                 |   |      |                                                                                                                                                   | 
|Total:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                             | 8,028,334 | (2) |                                                                                 | $ | 0.86 |                                                                                                                                                   | 





16







(1) On November 30, 2007, the shareholders of Diligent approved
the 2007 Stock Option and Incentive Plan of Diligent Board Member Services, Inc. (the “2007 Plan”) to offer incentive
stock options, non-qualified stock options and restricted shares of common stock to employees, directors and consultants of the
Company. The 2007 Plan is administered by the Board or a committee of the Board and provides for the grant of up to 10,000,000
shares of common stock. As of December 31, 2012, 46,664 shares remained available for issuance under the 2007 Plan.



On June 8, 2010, the shareholders of Diligent adopted the 2010
Stock Option and Incentive Plan of Diligent Board Member Services, Inc. (the “2010 Plan”) to offer up to 5,000,000
shares of common stock as incentive stock options and non-qualified stock options to employees, directors and consultants of the
Company. On April 17, 2012, the shareholders approved an increase of 2,500,000 shares of common stock in the shares available for
grant under the 2010 Plan. The 2010 Plan is administered by the Board or a committee of the Board and provides for a grant of up
to 7,500,000 shares of common stock. As of December 31, 2012, 2,550,000 shares remain available for issuance under the 2010 Plan.



Although the 2007 Plan and the 2010 Plan were
each approved by shareholders they were not approved in the terms required for shareholder approval under Rule 7.3.1(a) of
the NZSX Rules. In addition, some awards exceeded the 3% cap set out in Rule 7.3.6 of the NZSX Rules. Accordingly, some of
the awards given under the 2007 Plan and 2010 Plan exceeded the restrictions on the issue of equity securities under the NZSX
Rules. Although the restrictions were exceeded, the validity of the relevant equity securities is not affected by reason
only of the breach of the NZSX Rules. Separately, steps are being taken to validate securities issued in breach of
the Securities Act 1978 (NZ) by way of seeking validation in the New Zealand courts.



(2) This amount includes (i) 1,600,000 options issued to Alessandro Sodi in excess of the individual limits
under 2007 Plan and (ii) 2,400,000 options issued to Alessandro Sodi in excess of the individual limits under the 2010 Plan. These
options will be cancelled, subject to shareholder approval of replacement incentive compensation, at our 2013 Annual Meeting of
the Shareholders.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE





Transactions with Related Persons



Since the beginning of our 2012 fiscal
year, there has been no transaction, and there is no currently proposed transaction, in which the Company was or is to be a participant
in an amount requiring disclosure under the Exchange Act and in which any related person had or will have a direct or indirect
material interest that would require disclosure under the  Exchange Act.



Procedures for Approval of Related Party Transactions



Pursuant to our Audit
and Compliance Committee Charter, our Audit and Compliance Committee reviews and approves any material transaction between the
Company and any director or executive officer of the Company (or any person or entity controlled by or controlling such director
or executive officer, or in which such director or executive officer has a direct or indirect material financial interest). Prior
to approving any such transaction, the Audit and Compliance Committee considers whether such transaction is in the best interests
of the Company. If the Audit and Compliance Committee approves the transaction, the Audit and Compliance Committee reviews the
public disclosure of such transaction prior to such disclosure.



Independence Standards for Directors



A majority of our
board members are independent directors based on the definition of independence the Marketplace Rules of NASDAQ Stock Market
LLC (the “NASDAQ Rules”), specifically, Rick Bettle, Mark Russell, Mark Weldon, Greg B. Petersen, Joseph
Carrabino, Jr. and David Liptak. Under the Company’s listing requirements under the NZSX Rules, a majority of our
board members are independent directors based on the definition of independence pursuant to the NZSX Rules, specifically
Rick Bettle, Mark Russell, Joseph Carrabino, Jr., Greg B. Petersen and Mark Weldon. Further, given that Rick Bettle, Mark
Russell and Mark Weldon are New Zealand residents, the Company satisfies the requirement under the NZSX Rules that at least
two directors must be resident in New Zealand.



The Board has determined
that all three current members of the Audit and Compliance Committee, Mark Russell, Greg B. Petersen and Joseph Carrabino, Jr.,
are independent in accordance with the NASDAQ Rules and the NZSX Rules. Mr. Russell is the Chairman of the Audit and Compliance
Committee. Prior to 2013, the Company paid the law firm Buddle Findlay, of which Mr. Russell is a partner, fees in an amount which
would not require disclosure under the rules of the Exchange Act. The Company has determined not to retain Buddle Findlay
on a going forward basis to avoid any conflict with the NASDAQ Rules governing audit committee independence.





17







The Board has determined
that all three current members of the Compensation Committee, Mr. Petersen, Mr. Carrabino, Jr. and Mr. Weldon, are independent
in accordance with the NASDAQ Rules and the NZSX Rules and also qualify as “outside” directors within the meaning of
the U.S. Internal Revenue Code Section 162(m). Mr. Petersen serves as Chairman of our Compensation Committee.



The Board has
determined that all three current members of the Nominations Committee, Mr. Liptak, Mr. Bettle and Mr. Russell, are
independent in accordance with the applicable rules of NASDAQ. In addition, Mark Russell and Rick Bettle are  regarded as
independent under the NZSX Rules. Mr. Liptak is not regarded as independent under the NZSX Rules. Mr. Liptak serves
as Chairman of our Nominations Committee.





ITEM 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES



The following table
shows fees billed for audit and other services provided by Holtz Rubenstein Reminick LLP (“Holtz”), our independent
U.S. registered public accounting firm for the fiscal year ended December 31, 2012:



|                                      |  | 2012 |         |  | 2011 |  
|------------------------------------- |  | ---- | ------- |  | ---- | -
|Holtz Rubenstein Reminick LLP         |  |      |         |  |      |  
|Audit Fees and Audit Related Fees (1) |  | $    | 267,235 |  |      | $
|Audit Related Fees                    |  |      | -       |  |      |  
|Tax Fees(2)                           |  | $    | 36,841  |  |      | $
|All Other Fees (3)                    |  | $    | 89,118  |  |      | $
|Total Fees                            |  | $    | 393,194 |  |      | $



(1)	The aggregate fees billed by Holtz
for audits and reviews of our consolidated financial statements for the years ended December 31, 2012 and December 31, 2011.



(2)	Tax Fees consist of fees billed for professional services
for tax compliance planning for the fiscal years ended December 31, 2012 and December 31, 2011.



(3)All Other Related Fees are associated with Special Committee work conducted during the audit process, a Section 382
Limitation study, a transfer pricing study, and out of pocket expenses.



Pre-Approval of Services



The
Audit and Compliance Committee selectedHoltz to serve through the fiscal year ended December
31, 2012 as the Company’s independent accountants after consideringHoltz’s independence
and effectiveness. The Audit and Compliance Committee pre-approved all audit and non-audit services performed byHoltz and
the fees and other compensation paid toHoltz by reviewing and approving the overall nature and
scope of the audit process, reviewing and approval of any requests for non-audit services and receiving and reviewing all reports
and recommendations ofHoltz. One hundred percent (100%) of the non-audit services provided byHoltz were pre-approved by the Audit Committee.





18









ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



(a) The following documents are filed as part of this report:



Exhibits.The exhibits listed in the exhibit index
of the Original Filing and the exhibits listed in the exhibit index of this Amendment are filed with, or incorporated by reference
in, this report.



19







SIGNATURES



Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.





|Dated:  April 30, 2013 |  | DILIGENT BOARD MEMBER SERVICES, INC.                                  
|---------------------- |  | ----------------------------------------------------------------------
|                       |  |                                                                       
|                       |  |                                                                       
|                       |  | By:                                                                   
|                       |  | Steven P. Ruse, Chief Financial Officer (Principal Financial Officer )







Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated
and on April 30, 2013.





|Name                                        | Title                                                                      | Date          
|------------------------------------------- | -------------------------------------------------------------------------- | --------------
|/s/ Alessandro Sodi
        Alessandro Sodi | Chief Executive Officer, President, Director (Principal Executive Officer) | April 30, 2013
|                                            |                                                                            |               
|/s/ Steven P. Ruse
        Steven P. Ruse   | Chief Financial Officer (Principal Financial Officer)                      | April 30, 2013
|                                            |                                                                            |               
|/s/ Donald Meisner
        Donald Meisner   | Treasurer (Principal Accounting Officer)                                   | April 30, 2013
|                                            |                                                                            |               
|*
        David Liptak                      | Director and Chairman                                                      | April 30, 2013
|                                            |                                                                            |               
|*
        Rick Bettle                       | Director                                                                   | April 30, 2013
|                                            |                                                                            |               
|*
        Joseph D. Carrabino, Jr.          | Director                                                                   | April 30, 2013
|                                            |                                                                            |               
|/s/ Greg Petersen




        Greg Petersen | Director                                                                   | April 30, 2013
|                                            |                                                                            |               
|*
        Mark Russell                      | Director                                                                   | April 30, 2013
|                                            |                                                                            |               
|*
        Mark Weldon                       | Director                                                                   | April 30, 2013
|                                            |                                                                            |               

By: /s/ Steven P. Ruse, as Attorney-in-Fact



20









INDEX
TO EXHIBITS



|Exhibit
        Numbers |  | Exhibits                                    
|----------------------- |  | --------------------------------------------
|                        |  |                                             
|31.3                    |  | CEO Certification pursuant to Rule 13a-14(a)
|                        |  |                                             
|31.4                    |  | CFO Certification pursuant to Rule 13a-14(a)





21