Kyndryl Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED
STATES WASHINGTON, DC 20549
| ||
| FORM | ||
|
CURRENT REPORT
Date of report (Date of earliest event reported):
| ||
(Exact name of registrant as specified in its charter) | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, and Zip Code)
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
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 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
At the Annual Meeting on July 25, 2024, the Company’s stockholders: (1) elected the persons listed below to serve as directors; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (3) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025. Each of these proposals is described in greater detail in the 2024 Proxy Statement. Set forth below are the voting results for these proposals.
Proposal 1—Election of Directors
Each director nominee received the support of more than 95% of the votes cast:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Dominic J. Caruso | 156,470,342 | 2,552,933 | 347,849 | 28,986,412 | ||||
| Stephen A.M. Hester | 152,163,294 | 6,856,914 | 350,916 | 28,986,412 | ||||
| Shirley Ann Jackson | 156,351,028 | 2,689,224 | 330,872 | 28,986,412 | ||||
| Martin Schroeter | 152,247,830 | 6,791,047 | 332,247 | 28,986,412 |
Proposal 2—Advisory Vote to Approve Executive Compensation
95.8% of the votes present and entitled to vote approved the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 152,673,448 | 5,958,839 | 738,837 | 28,986,412 |
Proposal 3—Ratification of the Appointment of the Independent Registered Public Accounting Firm
99.1% of the votes present and entitled to vote ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025:
| Votes For | Votes Against | Abstentions | ||||
| 186,716,825 | 1,227,905 | 412,806 |
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: July 29, 2024
|
KYNDRYL HOLDINGS, INC.
| ||
| By: | /s/ Evan Barth | |
| Name: Evan Barth | ||
| Title: Vice President, Associate General Counsel and Assistant Corporate Secretary | ||