Zuora Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ZUO
Computer Software: Prepackaged Software
Technology
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): June 27, 2024
_________________________________________
(Exact name of registrant as specified in its charter)
_________________________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (888 ) 976-9056
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 | ||||||
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 27, 2024, Zuora, Inc., a Delaware corporation (“Zuora”), held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, Zuora’s stockholders voted on five proposals, which are described in Zuora’s definitive proxy statement filed with the Securities and Exchange Commission on May 16, 2024 (the “Proxy Statement”).
There were 121,680,935 shares of Class A common stock and 8,163,377 shares of Class B common stock present at the Annual Meeting in person or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, each share of Class A common stock represents one vote and each share of Class B common stock represents ten votes. The final results for the votes regarding each proposal are set forth below.
1.Proposal 1: Zuora's stockholders elected Kenneth A. Goldman, Joseph Osnoss, and Tien Tzuo to serve as Class III directors on Zuora's Board of Directors until the 2027 annual meeting of stockholders and until each such director's successor is duly elected and qualified or until his earlier death, resignation, disqualification, or removal. The voting results were as follows:
| Name | For | Withhold | Broker Non-Votes | |||||||||||||||||
| Kenneth A. Goldman | 140,901,662 | 30,885,822 | 31,527,221 | |||||||||||||||||
| Joseph Osnoss | 130,716,098 | 41,071,386 | 31,527,221 | |||||||||||||||||
| Tien Tzuo | 144,157,868 | 27,629,616 | 31,527,221 | |||||||||||||||||
2.Proposal 2: Zuora's stockholders ratified the appointment of KPMG LLP as Zuora's independent registered public accounting firm for Zuora’s fiscal year ending January 31, 2025. The voting results were as follows:
| For: | 201,327,386 | ||||
| Against: | 1,128,302 | ||||
| Abstain: | 859,017 | ||||
3.Proposal 3: Zuora’s stockholders approved, on a non-binding advisory basis, the compensation paid by Zuora to its named executive officers, as disclosed in the Proxy Statement. The voting results were as follows:
| For: | 120,802,597 | ||||
| Against: | 50,176,070 | ||||
| Abstain: | 808,817 | ||||
| Broker Non-Votes: | 31,527,221 | ||||
4.Proposal 4: Zuora’s stockholders approved the amendment and restatement of Zuora’s Restated Certificate of Incorporation to provide for exculpation of certain officers of Zuora from personal liability under certain circumstances as allowed by Delaware law. The voting results were as follows:
| For: | 166,743,512 | ||||
| Against: | 4,281,914 | ||||
| Abstain: | 762,058 | ||||
| Broker Non-Votes: | 31,527,221 | ||||
5.Proposal 5: Zuora’s stockholders approved the issuance of the maximum number of shares of Zuora’s Class A common stock upon (i) conversion of $400,000,000 aggregate principal amount of our 3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 under the related indenture and (ii) exercise of warrants to acquire up to 7,500,000 shares of Zuora’s Class A common stock was as follows. The voting results were as follows:
| For: | 167,803,909 | ||||
| Against: | 3,172,826 | ||||
| Abstain: | 810,749 | ||||
| Broker Non-Votes: | 31,527,221 | ||||
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.
ZUORA, INC. | ||||||||
(Registrant) | ||||||||
Dated: June 28, 2024 | By: | /s/ Andrew M. Cohen | ||||||
| Andrew M. Cohen | ||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||