Dun & Bradstreet Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$DNB
Finance: Consumer Services
Finance
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): | |||||
(Exact name of registrant as specified in its charter)
Commission file number 1-39361
| (State of incorporation) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices)
(904 ) 648-8006
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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:
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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 ☐
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 12, 2024, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Dun & Bradstreet Holdings, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to our Amended and Restated Certificate of Incorporation to limit liability of our officers as permitted by law.
The Amendment allows the Company to exculpate certain corporate officers from liability for breach of the fiduciary duty of care in certain circumstances, as permitted by Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). Under the Amendment, the officers who may be exculpated include those who (i) serve as the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer of the Company at any time during the course of conduct alleged in an action or proceeding to be wrongful, (ii) are or were identified in the corporation’s public filings with the SEC because such person is or was one of the most highly compensated executive officers of the corporation, or (iii) have consented to services of process in Delaware by written agreement (the “Covered Officers”). The Amendment allows for the exculpation of Covered Officers only in connection with direct claims brought by stockholders, including class actions, but does not eliminate such Covered Officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders. Further, the Amendment does not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit.
The foregoing description is a summary and is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 3.1 hereto, and the pertinent provisions of the DGCL.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Dun & Bradstreet Holdings, Inc. Annual Meeting of Stockholders was held June 12, 2024. As of April 15, 2024, the record date for the Annual Meeting, 442,717,512 shares of common stock of the Company were outstanding and entitled to vote. A quorum of shares of common stock were present or represented at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions, if applicable, with respect to each proposal is set out below:
1.To elect eleven directors to serve until the Company’s 2025 Annual Meeting of Shareholders.
| FOR | WITHHELD | BROKER NON-VOTERS | |||||||||
| Ellen R. Alemany | 314,729,840 | 51,745,927 | 45,410,165 | ||||||||
| Douglas K. Ammerman | 332,561,843 | 33,913,924 | 45,410,165 | ||||||||
| Chinh E. Chu | 365,713,217 | 762,550 | 45,410,165 | ||||||||
| William P. Foley, II | 303,608,569 | 62,867,198 | 45,410,165 | ||||||||
| Thomas M. Hagerty | 339,643,449 | 26,832,318 | 45,410,165 | ||||||||
| Anthony M. Jabbour | 365,740,714 | 735,053 | 45,410,165 | ||||||||
| Keith J. Jackson | 361,783,744 | 4,692,023 | 45,410,165 | ||||||||
| Kirsten M. Kliphouse | 366,211,313 | 264,454 | 45,410,165 | ||||||||
| Richard N. Massey | 312,240,051 | 54,235,716 | 45,410,165 | ||||||||
| James A. Quella | 344,384,401 | 22,091,366 | 45,410,165 | ||||||||
| Ganesh B. Rao | 365,721,335 | 754,432 | 45,410,165 | ||||||||
2.To approve an amendment to our Amended and Restated Certificate of Incorporation to limit liability of our officers as permitted by law.
.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTERS | ||||||||
| 353,225,483 | 13,231,534 | 18,750 | 45,410,165 | ||||||||
3.To approve a non-binding advisory resolution on the compensation paid to our named executive officers.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTERS | ||||||||
| 256,067,651 | 108,621,618 | 1,786,498 | 45,410,165 | ||||||||
4.Ratification and appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year.
| FOR | AGAINST | ABSTAIN | ||||||
| 411,835,238 | 34,067 | 16,627 | ||||||
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| Exhibit Number | Description | ||||
| 3.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
| DUN & BRADSTREET HOLDINGS, INC. | |||||||||||
| By: | /s/ Joe A. Reinhardt | ||||||||||
| Joe A. Reinhardt | |||||||||||
| Chief Legal Officer | |||||||||||
| Date: | June 13, 2024 | ||||||||||