8x8 Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$EGHT
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||||||||
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
8x8, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices including zip code)
(408 ) 727-1885
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 15, 2024, 8x8, Inc, (the “Company”) held its annual meeting of stockholders for calendar year 2024 (the "Annual Meeting") at which a quorum for the transaction of the business was present virtually or represented by proxy. There were 127,962,563 shares of common stock entitled to be voted at the Annual Meeting, of which 102,430,467 were voted. The stockholders voted on the following proposals at the Annual Meeting:
1.Election of seven directors to hold office until the 2025 Annual Meeting of Stockholders of the Company, and until their respective successors have been duly elected and qualified. The Company's nominees were Jaswinder Pal Singh, Monique Bonner, Andrew Burton, Todd Ford, Alison Gleeson, Elizabeth Theophille and Samuel Wilson.
2.Ratification of the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2025.
3.Approval, through an advisory vote, of the Company's executive compensation for the fiscal year ended March 31, 2024.
4.Approval of an amendment to the 2022 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 14,000,000 shares.
5.Approval of an amendment to the Company’s existing charter to provide for the elimination of certain officers’ personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.
Final voting results were as follows:
Proposal One: Election of Directors
For | Withheld | Broker Non-Vote | |||||||||||||||
Jaswinder Pal Singh | 80,928,816 | 988,486 | 20,513,165 | ||||||||||||||
Monique Bonner | 81,027,520 | 889,782 | 20,513,165 | ||||||||||||||
| Andrew Burton | 81,407,425 | 509,877 | 20,513,165 | ||||||||||||||
Todd Ford | 81,187,701 | 729,601 | 20,513,165 | ||||||||||||||
| Alison Gleeson | 81,150,173 | 767,129 | 20,513,165 | ||||||||||||||
Elizabeth Theophille | 81,096,464 | 820,838 | 20,513,165 | ||||||||||||||
| Samuel Wilson | 81,034,768 | 882,534 | 20,513,165 | ||||||||||||||
Each of the Company's nominees was elected to serve as a director until the next annual meeting of stockholders, and until such director's successor has been elected and qualified.
Proposal Two: Ratification of Independent Registered Public Accounting Firm
For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 100,640,685 | 1,198,747 | 591,035 | — | |||||||||||||||||
The stockholders ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2025.
Proposal Three: Advisory Vote on Executive Compensation
For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 80,110,161 | 1,702,404 | 104,737 | 20,513,165 | |||||||||||||||||
The stockholders approved, on an advisory basis, the Company's executive compensation for the fiscal year ended March 31, 2024.
Proposal Four: Approval of an amendment to the 2022 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 14,000,000 shares.
For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 57,934,555 | 23,925,311 | 57,436 | 20,513,165 | |||||||||||||||||
The stockholders approved the amendment to the 2022 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 14,000,000 shares.
Proposal Five: Approval of an amendment to the Company’s existing charter to provide for the elimination of certain officers’ personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.
For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 47,589,897 | 34,228,851 | 98,554 | 20,513,165 | |||||||||||||||||
The stockholders did not approve the amendment to the Company’s existing charter to provide for the elimination of certain officers’ personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 19, 2024
| 8x8, Inc. | ||||||||
| By: | /s/ LAURENCE DENNY | |||||||
| Laurence Denny | ||||||||
| Chief Legal Officer | ||||||||