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
July 12, 2022
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| Delaware | 001-38312 | 77-0142404 | ||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
675 Creekside Way
Campbell, CA 95008
(Address of principal executive offices including zip code)
(408) 727-1885
(Registrant's telephone number, including area code)
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))
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).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
COMMON STOCK, PAR VALUE $.001 PER SHARE | EGHT | New York Stock Exchange | ||||||
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 12, 2022, in accordance with the recommendation from the Board of Directors and approval by the majority of the shares of Common Stock of 8x8, Inc. (the “Company”), the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of the State of the State of Delaware to increase the number of authorized shares of the Company’s Common Stock (the “Common Stock”) from 200,000,000 authorized shares to 300,000,000 authorized shares. The additional shares of Common Stock authorized by the Amendment have rights identical to the Company’s currently outstanding Common Stock. The Amendment became effective upon its filing with the Secretary of State of the State of Delaware.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the form thereof, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 12, 2022, 8x8, Inc. (the "Company") held its annual meeting of stockholders for calendar year 2022 (the "Annual Meeting"), at which a quorum for the transaction of business was present virtually or represented by proxy. The stockholders voted on the following proposals at the Annual Meeting:
1.Election of eight directors to hold office until the 2023 Annual Meeting of Stockholders of the Company, and until their respective successors have been duly elected and qualified. The Company's nominees were Jaswinder Pal Singh, David Sipes, Monique Bonner, Todd Ford, Alison Gleeson, Vladimir Jacimovic, Eric Salzman and Elizabeth Theophille.
2.Ratification of the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023.
3.Approval, on an advisory basis, of the Company's executive compensation for the fiscal year ended March 31, 2022.
4.Approval of the Company’s 2022 Equity Incentive Plan, including the reservation of 8,000,000 new shares for issuance thereunder.
5.Approval of amendments to the Company’s Amended and Restated 1996 Employee Stock Purchase Plan, including the reservation of 3,600,000 additional shares for issuance thereunder.
6.Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 200,000,000 to 300,000,000 shares.
Final voting results were as follows:
Proposal One: Election of Directors
For | Withheld | Broker Non-Vote | |||||||||
Jaswinder Pal Singh | 85,987,580 | 2,103,225 | 13,611,609 | ||||||||
David Sipes | 86,825,741 | 1,265,064 | 13,611,609 | ||||||||
Monique Bonner | 86,750,335 | 1,340,470 | 13,611,609 | ||||||||
| Alison Gleeson | 86,085,296 | 2,005,509 | 13,611,609 | ||||||||
Todd Ford | 86,651,207 | 1,439,598 | 13,611,609 | ||||||||
Vladimir Jacimovic | 86,899,562 | 1,191,243 | 13,611,609 | ||||||||
Eric Salzman | 85,832,761 | 2,258,044 | 13,611,609 | ||||||||
Elizabeth Theophille | 86,783,977 | 1,306,828 | 13,611,609 | ||||||||
Each of the Company's nominees was elected to serve as a director until the next annual meeting of stockholders, and until such director's successor has been elected and qualified.
Proposal Two: Ratification of Independent Registered Public Accounting Firm
For | Against | Abstain | Broker Non-Vote | ||||||||
| 100,868,826 | 651,398 | 182,190 | — | ||||||||
The stockholders ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023.
Proposal Three: Advisory Vote on Executive Compensation
For | Against | Abstain | Broker Non-Vote | ||||||||
| 84,934,742 | 2,703,319 | 452,744 | 13,611,609 | ||||||||
The stockholders approved, on an advisory basis, the Company's executive compensation for the fiscal year ended March 31, 2022.
Proposal Four: Approval of the Company’s 2022 Equity Incentive Plan, including the reservation of 8,000,000 new shares for issuance thereunder
For | Against | Abstain | Broker Non-Vote | ||||||||
| 63,018,499 | 24,667,223 | 405,083 | 13,611,609 | ||||||||
The stockholders approved the Company’s 2022 Equity Incentive Plan, including the reservation of 8,000,000 new shares for issuance thereunder.
Proposal Five: Approval of amendments to the Company’s Amended and Restated 1996 Employee Stock Purchase Plan, including the reservation of 3,600,000 additional shares for issuance
For | Against | Abstain | Broker Non-Vote | ||||||||
| 86,592,507 | 1,112,549 | 385,749 | 13,611,609 | ||||||||
The stockholders approved the amendments to the Company’s Amended and Restated 1996 Employee Stock Purchase Plan, including the reservation of 3,600,000 additional shares for issuance.
Proposal Six: Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 200,000,000 to 300,000,000 shares
For | Against | Abstain | Broker Non-Vote | ||||||||
| 99,549,662 | 2,049,037 | 103,715 | — | ||||||||
The stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 200,000,000 to 300,000,000 shares.
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: July 13, 2022
| 8x8, Inc. | ||||||||
| By: /s/ MATTHEW ZINN | ||||||||
| Matthew Zinn | ||||||||
| Chief Legal Officer & Corporate Secretary | ||||||||
