Arlo Technologies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ARLO
Consumer Electronics/Appliances
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 21, 2024
(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) | (Zip Code) | ||||||||||||||||
(408 ) 890-3900
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 | |||||
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 21, 2024 , Arlo Technologies, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 22, 2024, the record date for the Annual Meeting, 97,279,214 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
Proposal 1. Election of Directors
The Company’s stockholders elected the two persons listed below as Class III directors, each to serve until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||
Matthew McRae | 65,110,052 | 10,693,303 | 13,243,795 | ||||||||||||||
Catriona Fallon | 65,067,585 | 10,735,770 | 13,243,795 | ||||||||||||||
Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 88,554,564 | 478,345 | 14,241 | — | |||||||||||||||||
Proposal 3. Advisory Vote on the Compensation of the Named Executive Officers
The Company’s stockholders did not approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”). The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 30,993,462 | 42,994,509 | 1,815,384 | 13,243,795 | |||||||||||||||||
Proposal 4. Advisory Vote on the Frequency of Votes on Executive Compensation
The Company’s stockholders recommended, on an advisory basis, a frequency of “one year” for the Company’s solicitation of a non-binding advisory vote on the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The final voting results are as follows:
1 Year | 2 Years | 3 Years | Abstentions | |||||||||||||||||
| 73,448,315 | 21,233 | 2,293,885 | 39,922 | |||||||||||||||||
Based on these results and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will conduct future stockholder advisory votes on the compensation of its named executive officers every one year. Under Section 14a-21(b) of the Securities Exchange Act of 1934, as amended, the Company will hold the next advisory vote on the frequency of such stockholder votes no later than its 2030 Annual Meeting of Stockholders.
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.
ARLO TECHNOLOGIES, INC. | ||
| /s/ Brian Busse | ||
| Brian Busse | ||
| General Counsel and Secretary | ||
Dated: June 26, 2024