SEC Form 8-K filed by Intapp Inc.

 

 

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): November 13, 2024

 

Intapp, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware		001-40550		46-1467620
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3101 Park Blvd
Palo Alto, California		94306
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 852-0400

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		INTA		The Nasdaq Global Select Market

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.

Intapp, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on November 13, 2024. On September 18, 2024, the record date for the Annual Meeting, 76,966,083 shares of the Company’s common stock were entitled to vote at the Annual Meeting, of which 70,104,469, or 91.08%, of the eligible shares were represented in person or by proxy. The following proposals were voted on by the Company’s stockholders, as set forth below:

Proposal 1: Election of Class I Directors.

 

		For		Withheld		Broker Non-Vote
Ralph Baxter		56,709,305		11,490,558		1,904,606
Charles Moran		52,845,822		15,354,041		1,904,606
George Neble		59,696,071		8,503,792		1,904,606

This proposal received the required affirmative vote of holders of a plurality of the votes cast and all of the foregoing candidates were elected as the Company’s Class I directors, each to hold office until the Company’s Annual Meeting of Stockholders in 2027 and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025.

 

For		Against		Abstain		Broker Non-Vote
70,077,059		16,593		10,817		0

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025 was ratified by the affirmative vote of the holders of a majority of the voting power of the shares present in person at the Annual Meeting or represented by proxy and entitled to vote on the subject matter.

Proposal 3: An advisory vote to approve named executive officer compensation (“Say-on-Pay Vote”).

 

For		Against		Abstain		Broker Non-Vote
58,986,436		9,199,531		13,896		1,904,606

The advisory vote to approve named executive officer compensation was approved by the affirmative vote of the holders of a majority of the voting power of the shares present in person at the Annual Meeting or represented by proxy and entitled to vote on the subject matter

Proposal 4: An advisory vote to approve the frequency of future Say-on-Pay Votes (Say-on-Frequency Vote).

 

1 Year		2 Years		3 Years		Abstain		Broker Non-Vote
67,394,413		1,650		787,650		16,150		1,904,606

 

In the advisory vote to approve the frequency of future Say-on-Pay Votes, the frequency of every “1 Year” was approved by the affirmative vote of the holders of a majority of the voting power of the shares present in person at the Annual Meeting or represented by proxy and entitled to vote on the subject matter

In accordance with the Board’s recommendation and the voting results on this advisory proposal, the Company will hold an annual Say-on-Pay Vote.

 

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.

 

				Intapp, Inc.
Date: November 18, 2024				By:		/s/ Steven Todd
				Name:		Steven Todd
				Title:		General Counsel