Alarm.com Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 5, 2024, Alarm.com Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following five proposals: (1) to elect seven nominees for director to hold office until the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”), (2) to ratify the selection by the Audit Committee of the Company’s Board of Directors (the “Board of Directors”) of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024 (“Proposal 2”), (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement (“Proposal 3”), (4) to consider, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of the Company’s named executive officers (“Proposal 4”) and (5) to elect Cecile B. Harper for director to hold office until the Company’s 2025 Annual Meeting of Stockholders and until her successor is duly elected and qualified (“Proposal 5”). The final results of the voting on each proposal are set forth below.
Proposal 1 – Election of Directors
The Company’s stockholders elected the seven persons listed below as directors, each to serve until the Company’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Donald Clarke | 41,649,335 | 173,896 | 16,329 | 5,181,277 | ||||||||||||
| Timothy McAdam | 36,028,647 | 5,794,176 | 17,355 | 5,180,659 | ||||||||||||
| Darius G. Nevin | 41,025,022 | 797,919 | 17,230 | 5,180,666 | ||||||||||||
| Timothy J. Whall | 41,748,506 | 74,758 | 16,907 | 5,180,666 | ||||||||||||
| Rear Admiral (Ret.) Stephen Evans | 40,516,931 | 1,303,076 | 16,971 | 5,183,859 | ||||||||||||
| Stephen Trundle | 41,628,630 | 195,621 | 15,920 | 5,180,666 | ||||||||||||
| Simone Wu | 41,151,391 | 669,030 | 16,449 | 5,183,967 | ||||||||||||
Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2024
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| For | Against | Abstain | ||||||||
| 46,759,599 | 244,167 | 17,071 | ||||||||
There were no broker non-votes with respect to Proposal 2.
Proposal 3 – Advisory Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 37,050,961 | 4,756,093 | 29,324 | 5,184,459 | |||||||||||
Proposal 4 – Advisory Vote on the Frequency of Solicitation of Advisory Shareholder Approval of Executive Compensation
The Company’s stockholders indicated, on a non-binding advisory basis, the preferred frequency for the solicitation of future advisory shareholder approval of the compensation paid to the Company’s named executive officers as every year. The votes cast were as follows:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||||
| 38,978,676 | 58,995 | 1,370,869 | 1,427,839 | 5,184,458 | ||||||||||||||
Consistent with the stockholder voting results above and the recommendation of the Board of Directors as disclosed in the Company’s Proxy Statement, the Board of Directors has determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote, or until the Board of Directors determines that a different frequency of such non-binding advisory vote is in the best interest of the Company’s stockholders.
Proposal 5 – Election of Cecile B. Harper
The Company’s stockholders elected Cecile B. Harper as director to serve until the Company’s 2025 Annual Meeting of Stockholders and until her successor is duly elected and qualified. The votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 40,866,009 | 262,586 | 15,276 | 5,876,966 | |||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Alarm.com Holdings, Inc. | |||
| Date: | June 7, 2024 | ||
| By: | /s/ Steve Valenzuela | ||
| Steve Valenzuela | |||
| Chief Financial Officer | |||