Thoughtworks Holding Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$TWKS
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
City, State Zip Code
(312 ) 373-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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:
| Title of each class | Trading Symbol | 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.
On June 4, 2024, Thoughtworks Holding, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (“Annual Meeting”) exclusively online via live audio webcast. The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2024. At the beginning of the Annual Meeting, holders of 275,309,024 votes of the Company’s common stock were represented in person or by proxy at the Annual Meeting, which represented 85.28% of the combined voting power of the shares of common stock, constituting a quorum for the transaction of business at the Annual Meeting.
The matters that were voted on at the Annual Meeting and the final voting results for each matter are set forth below.
Proposal No. 1: Election of Directors
The following nominees were elected to the Board of Directors:
| For | Withheld | Broker non-votes | |||||||||||||||
| Robert Brennan | 243,091,306 | 16,741,528 | 15,476,190 | ||||||||||||||
| Guo Xiao | 259,060,847 | 771,987 | 15,476,190 | ||||||||||||||
| Roxanne Taylor | 258,858,259 | 974,575 | 15,476,190 | ||||||||||||||
Our nominees for Class III director were elected to serve until either: (i) our Annual Meeting in 2027; (ii) a successor is duly elected and qualified, or (iii) the director’s death, resignation or removal from office.
Proposal No. 2: To approve named executive officer compensation on an advisory basis.
| For | Against | Abstain | Broker non-votes | |||||||||||||||||
| 259,057,614 | 738,807 | 36,413 | 15,476,190 | |||||||||||||||||
The stockholders approved, on an advisory basis, the named executive officer compensation.
Proposal No. 3: Ratify the selection of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstain | ||||||||||||
| 274,064,026 | 492,721 | 752,277 | ||||||||||||
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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 6, 2024
| THOUGHTWORKS HOLDING, INC. | ||||||||||||||
| By: | /s/ Ramona Mateiu | |||||||||||||
| Ramona Mateiu | ||||||||||||||
| Chief Legal and Compliance Officer | ||||||||||||||