SolarWinds Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$SWI
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512 ) 682-9300
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):
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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 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
SolarWinds Corporation (the “Company”) held its annual meeting of stockholders on May 23, 2024 (the “Annual Meeting”). As of March 28, 2024, the record date for the Annual Meeting, 168,161,987 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.
Proposal One: Election of Class III Directors
Each of the following persons was duly elected by the Company’s stockholders as a Class III director to serve for a term of three years expiring at the 2027 annual meeting of stockholders or until a successor has been duly elected and qualified, with votes as follows:
| FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Cathleen Benko | 141,076,025 | 6,861,847 | 13,229,830 | ||||||||
| Dennis Howard | 142,197,925 | 5,739,947 | 13,229,830 | ||||||||
| Douglas Smith | 128,502,420 | 19,435,452 | 13,229,830 | ||||||||
Proposal Two: Ratification of Appointment of Company’s Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified by the stockholders, with votes as follows:
| FOR | AGAINST | ABSTAIN | ||||||
| 158,423,462 | 2,623,750 | 120,490 | ||||||
Proposal Three: Advisory Vote to Approve the Compensation of the Company's Named Executive Officers.
The approval, on a non-binding advisory basis, of the compensation of our named executive officers was approved by the stockholders, with votes as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 145,747,726 | 2,166,903 | 23,243 | 13,229,830 | ||||||||
No other matters were brought before the Annual Meeting and no other votes were held.
SIGNATURE
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.
| SOLARWINDS CORPORATION | |||||||||||
| Dated: | May 24, 2024 | By: | /s/ Sudhakar Ramakrishna | ||||||||
| Sudhakar Ramakrishna | |||||||||||
| President and Chief Executive Officer | |||||||||||