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 29, 2022
Quotient Technology Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-36331 | 77-0485123 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| 1260 East Stringham Avenue, Suite 600 Salt Lake City, Utah 84106 |
| (Address of principal executive offices) |
(650) 605-4600
(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 (see General Instruction A.2. below):
| ☐ | 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 |
Name of each exchange on which registered | ||
| Common Stock, $0.00001 par value per share | QUOT | New York Stock Exchange | ||
| Preferred Stock Purchase Rights | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
As described in Item 5.07 below, at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Quotient Technology Inc. (the “Company”), held on June 29, 2022, the Company’s stockholders approved an amendment (the “Charter Declassification Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to provide for declassification of the Company’s Board of Directors (the “Board”). Pursuant to the terms of the Charter Declassification Amendment, the directors elected at the Annual Meeting will each serve for a one-year term expiring at the 2023 annual meeting of stockholders and until their successors are duly elected and qualified, and the directors who were elected prior to the Annual Meeting will continue to serve the remaining portion of their three-year terms.
The Charter Declassification Amendment was previously approved by the Board, subject to approval by the Company’s stockholders, and became effective upon the Company’s filing of a Certificate of Amendment with the Delaware Secretary of State on June 29, 2022. The foregoing description of the Charter Declassification Amendment does not purport to be complete and is qualified in its entirety by the full text of the Charter Declassification Amendment filed with the Delaware Secretary of State, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
The Board previously approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws Amendment”), to be effective upon stockholder approval of, and the effectual filing with the Delaware Secretary of State of, the Charter Declassification Amendment, and accordingly the Bylaws Amendment became effective on June 29, 2022. The Bylaws Amendment makes conforming changes with respect to the Charter Declassification Amendment, reflecting the declassification of the Board and related changes. The foregoing description of the Bylaws Amendment does not purport to be complete and is qualified in its entirety by the full text of the Bylaws Amendment, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 29, 2022, the Company held its Annual Meeting. As of the close of business on May 2, 2022, the record date for the Annual Meeting, 95,217,996 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 86,726,476, or approximately 91% of the outstanding common shares entitled to vote, were represented in person or by proxy to vote upon the proposals set forth below and, therefore, a quorum was present.
| 1. | To approve the Charter Declassification Amendment; |
| 2. | To elect three Board-nominated individuals to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified, if Proposal 1 is approved; |
| 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, in accordance with Securities and Exchange Commission (“SEC”) rules; |
| 4. | To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022; |
| 5. | To ratify the Company’s Tax Benefits Preservation Plan, dated November 11, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as amended (the “Tax Benefits Preservation Plan”). |
For more information about the foregoing proposals, see the Company’s definitive proxy statement filed with the SEC on May 27, 2022.
The results of the voting at the Annual Meeting are as follows:
1. Approval of the Charter Declassification Amendment
| Votes For |
Votes Against |
Abstentions |
Broker Non-votes | |||
| 73,422,704 | 4,332,229 | 226,895 | 8,744,648 |
The stockholders approved the Charter Declassification Amendment.
2. Election of three Class II Directors
| Nominee |
Votes For | Votes Withheld | Broker Non- votes |
|||||||||
| Matthew Krepsik |
70,901,927 | 7,079,901 | 8,744,648 | |||||||||
| Robert McDonald |
46,725,990 | 31,255,838 | 8,744,648 | |||||||||
| Matthew O’Grady |
70,325,651 | 7,656,177 | 8,744,648 | |||||||||
Each director nominee was duly elected to serve until the 2023 annual meeting of stockholders and until his successor is duly elected and qualified.
3. Advisory Vote on Executive Compensation
| Votes For |
Votes Against |
Abstentions |
Broker Non-votes | |||
| 36,137,775 | 38,201,746 | 3,642,307 | 8,744,648 |
Stockholders did not approve, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement.
4. Ratification of Selection of Independent Registered Public Accounting Firm
| Votes For |
Votes Against |
Abstentions |
Broker Non-votes | |||
| 86,188,035 | 238,737 | 299,704 | 0 |
The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
5. Ratification of the Tax Benefits Preservation Plan
| Votes For |
Votes Against |
Abstentions |
Broker Non-votes | |||
| 60,852,004 | 15,816,203 | 1,313,621 | 8,744,648 |
The stockholders ratified the Tax Benefits Preservation Plan.
On May 16, 2022, the Company entered into a Cooperation Agreement with Engaged Capital, LLC and certain of its affiliates, the terms of which are described in the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2022 (the “Cooperation Agreement Form 8-K”). The information required by Item 5.07(c) of Form 8-K is incorporated herein by reference to the disclosure set forth in Item 1.01 of the Cooperation Agreement Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company. | |
| 3.2 | First Amendment to Amended and Restated Bylaws of the Company. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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.
| Quotient Technology Inc. | ||
| By: | /s/ Connie Chen | |
| Connie Chen | ||
| General Counsel, Compliance Officer and Secretary | ||
Date: June 30, 2022
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
QUOTIENT TECHNOLOGY INC.
Quotient Technology Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:
1. On May 24, 2022, the Board of Directors of the Corporation duly adopted a resolution, in accordance with Section 242 of the General Corporation Law of the State of Delaware, setting forth an amendment (the “Amendment”) to the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Amended and Restated Certificate of Incorporation”), and declaring said Amendment to be advisable. The stockholders of the Corporation duly approved said proposed Amendment at the Annual Meeting of Stockholders of the Corporation held on June 29, 2022 in accordance with Section 242 of the General Corporation Law of the State of Delaware.
2. ARTICLE VI of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:
“A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the total number of authorized directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption).
B. Upon the effectiveness of the filing of this Certificate of Amendment until the election of directors at the 2023 annual meeting of stockholders (the “2023 Annual Meeting”), the Board of Directors shall be divided into two classes of directors, Class I and Class II, with the directors in Class II having a term that expires at the 2023 Annual Meeting and the directors in Class I having a term that expires at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”). The successors of the directors who, immediately prior to the 2022 annual meeting of stockholders (the “2022 Annual Meeting”), were members of Class II (and whose terms expired at the 2022 Annual Meeting) shall become members of Class II with a term expiring at the 2023 Annual Meeting; the directors who, immediately prior to the 2022 Annual Meeting, were members of Class III and whose terms were scheduled to expire at the 2023 Annual Meeting shall become members of Class II and shall continue to have terms expiring at the 2023 Annual Meeting; and the directors who, immediately prior to the 2022 Annual Meeting, were members of Class I and whose terms were scheduled to expire at the 2024 Annual Meeting shall become members of Class I and shall continue to have terms expiring at the 2024 Annual Meeting.
C. Commencing with the election of directors at the 2023 Annual Meeting, there shall be a single class of directors, Class I, with all directors in Class I having a term that expires at the 2024 Annual Meeting. The successors of the directors who, immediately prior to the 2023 Annual Meeting, were members of Class II (and whose terms expire at the 2023 Annual Meeting) shall be elected at such meeting for a term that expires at the 2024 Annual Meeting, and the directors who, immediately prior to the 2023 Annual Meeting, were members of Class I and whose terms were scheduled to expire at the 2024 Annual Meeting shall continue to have terms expiring at the 2024 Annual Meeting.
D. From and after the election of directors at the 2024 Annual Meeting, the Board of Directors shall cease to be classified and the directors elected at the 2024 Annual Meeting (and each annual meeting of the stockholders thereafter) shall be elected for a term expiring at the next annual meeting of the stockholders.
E. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation or other cause (including removal from office by a vote of the stockholders) may be filled only by a majority vote of the directors then in office, though less than a quorum, or by the sole remaining director, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term of office of the class to which they have been elected expires, and until their respective successors are elected, except in the case of the death, resignation or removal of any director. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
F. Subject to the rights of the holders of any series of Preferred Stock then outstanding, until the Board of Directors shall cease to be classified, any directors, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.”
3. This Certificate of Amendment will be effective upon filing.
[Remainder of Page Intentionally Left Blank]
The undersigned hereby acknowledges that the foregoing Certificate of Amendment is the act and deed of the Corporation and that the facts stated herein are true this 29th day of June 2022.
IN WITNESS WHEREOF, this Certificate of Amendment of Amended and Restated Certificate of Incorporation has been duly executed by an authorized officer of the Corporation on June 29, 2022.
| /s/ Connie Chen |
| Connie Chen General Counsel, Compliance Officer and Secretary |
Exhibit 3.2
FIRST AMENDMENT TO
AMENDED AND RESTATED BYLAWS OF
QUOTIENT TECHNOLOGY INC.
The Amended and Restated Bylaws (the “Bylaws”) of Quotient Technology Inc., a Delaware corporation, are hereby amended effective as of June 29, 2022 as follows:
1. Section 2.2 of the Bylaws is hereby amended and restated to read in its entirety as follows:
“2.2. Number and Term of Office.
(a) Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, the number of directors shall initially be six (6) and, thereafter, shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption).
(b) Until the election of directors at the 2023 annual meeting of stockholders (the “2023 Annual Meeting”), the Board of Directors shall be divided into two classes of directors, Class I and Class II, with the directors in Class II having a term that expires at the 2023 Annual Meeting and the directors in Class I having a term that expires at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”). The successors of the directors who, immediately prior to the 2022 annual meeting of stockholders (the “2022 Annual Meeting”), were members of Class II (and whose terms expired at the 2022 Annual Meeting) shall become members of Class II with a term expiring at the 2023 Annual Meeting; the directors who, immediately prior to the 2022 Annual Meeting, were members of Class III and whose terms were scheduled to expire at the 2023 Annual Meeting shall become members of Class II and shall continue to have terms expiring at the 2023 Annual Meeting; and the directors who, immediately prior to the 2022 Annual Meeting, were members of Class I and whose terms were scheduled to expire at the 2024 Annual Meeting shall become members of Class I and shall continue to have terms expiring at the 2024 Annual Meeting.
(c) Commencing with the election of directors at the 2023 Annual Meeting, there shall be a single class of directors, Class I, with all directors in Class I having a term that expires at the 2024 Annual Meeting. The successors of the directors who, immediately prior to the 2023 Annual Meeting, were members of Class II (and whose terms expire at the 2023 Annual Meeting) shall be elected at such meeting for a term that expires at the 2024 Annual Meeting, and the directors who, immediately prior to the 2023 Annual Meeting, were members of Class I and whose terms were scheduled to expire at the 2024 Annual Meeting shall continue to have terms expiring at the 2024 Annual Meeting.
(d) From and after the election of directors at the 2024 Annual Meeting, the Board of Directors shall cease to be classified and the directors elected at the 2024 Annual Meeting (and each annual meeting of the stockholders thereafter) shall be elected for a term expiring at the next annual meeting of the stockholders.”
2. Section 2.5 of the Bylaws is hereby amended and restated to read in its entirety as follows:
“2.5. Removal. Subject to the rights of the holders of any series of preferred stock then outstanding, until the Board of Directors shall cease to be classified, any directors, or the entire Board of Directors, may be removed from office at any time, but only for cause, by the affirmative vote of the holders of at least a majority of the voting power of all of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. From and after the election of directors at the 2024 Annual Meeting when the Board of Directors shall cease to be classified, any director or the entire Board of Directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors; provided, that, whenever the holders of any class or classes of stock, or series thereof, are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, removal with or without cause of any directors elected by such class or classes of stock, or series thereof, will be by the holders of a majority of the shares of such class or classes of stock, or series of stock, then entitled to vote at an election of directors. Vacancies in the Board of Directors resulting from such removal referenced in this Section 2.5 may be filled by a majority of the directors then in office, though less than a quorum, or by the sole remaining director. Directors so chosen shall hold office until the next annual meeting of stockholders at which the term of office of the class to which they have been elected expires.”
3. Except as set forth above, the remaining provisions of the Bylaws shall not be amended hereby and shall remain in full force and effect.