Clearwater Analytics Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CWAN
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 11, 2024
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Explanatory Note:
This current report on Form 8-K/A (the “Amendment”) amends the current report on Form 8-K, filed on June 17, 2024 by Clearwater Analytics Holdings, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2024 Annual Meeting of Stockholders held on June 11, 2024 (the “2024 Annual Meeting”). The sole purpose of this Amendment is to disclose the Company's decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers (“say on pay”). No other changes have been made to the Original Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported in the Original Form 8-K, in an advisory non-binding vote regarding how frequently the Company’s stockholders will vote on the Company’s executive compensation held at the 2024 Annual Meeting, 124,552,457 shares voted for one year, 55,004 shares voted for two years, 996,106,883 shares voted for three years, 88,563 votes were withheld and there were 8,708,695 broker non-votes. The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s board of directors in the proxy statement for the 2024 Annual Meeting, that the Company will hold future say on pay votes once every three years until the occurrence of the next advisory vote on the frequency of say on pay votes. The next advisory vote regarding the frequency of say on pay votes is required to occur no later than the Company’s 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 thereunto duly authorized.
| Clearwater Analytics Holdings, Inc. | |||||||||||
| Date: | October 30, 2024 | By: | /s/ Alphonse Valbrune | ||||||||
| Alphonse Valbrune, Chief Legal Officer and Corporate Secretary | |||||||||||