UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 8, 2024, Brightcove Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 29, 2024. The final voting results are set forth below.
Proposal 1 – Election of Directors
The stockholders elected each of the two persons named below to serve as a Class III director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2027 and until his or her successor has been duly elected and qualified, subject to his or her earlier resignation or removal. The results of such vote were as follows:
| Director Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Gary Haroian |
31,005,505 | 925,846 | 5,750,145 | |||||||||
| Diane Hessan |
30,854,898 | 1,076,453 | 5,750,145 | |||||||||
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of such vote were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 37,598,833 |
79,110 | 3,553 |
Proposal 3 – Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of such vote were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,675,779 |
2,241,879 | 13,693 | 5,750,145 |
Proposal 4 – Non-Binding, Advisory Vote on the Frequency of Future Non-Binding, Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers
The stockholders indicated, on a non-binding, advisory basis, their preference for one year as the frequency of holding future non-binding, advisory votes on the compensation of the Company’s named executive officers. The results of such vote were as follows:
| Votes For One Year |
Votes For Two Years |
Votes For Three Years |
Abstentions |
Broker Non-Votes | ||||
| 31,043,529 |
16,657 | 826,055 | 45,110 | 5,750,145 |
In accordance with the recommendation of the Company’s board of directors and based on the results of the advisory vote reported above, the Company has determined that it will hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of holding the advisory vote on named executive officer compensation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 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 hereunto duly authorized.
| Date: May 9, 2024 | Brightcove Inc. | |||||
| By: | /s/ John Wagner | |||||
| John Wagner | ||||||
| Chief Financial Officer | ||||||