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)

July 1, 2019

Commission File Number: 001-36568

 
 
 
HEALTHEQUITY, INC.
 
 
 


Delaware
 
7389
 
52-2383166
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)

15 West Scenic Pointe Drive
Suite 100
Draper, Utah 84020
(801) 727-1000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

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):
¨ 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 (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 5.07 Submission of Matters to a Vote of Security Holders.
On June 27, 2019, the Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 30, 2019, the record date for the Annual Meeting, 62,718,426 shares of common stock of the Company were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 13, 2019. Stockholders approved each of the proposals presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s stockholders.
Proposal 1 . The election of ten directors to serve on the Company’s Board of Directors until the 2020 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
 
For
Withhold Authority
Broker Non-Vote
Robert W. Selander
54,933,737
82,646
4,467,122
Jon Kessler
54,911,266
105,117
4,467,122
Stephen D. Neeleman, M.D.
54,760,505
255,878
4,467,122
Frank A. Corvino
54,929,640
86,743
4,467,122
Adrian T. Dillon
54,868,218
148,165
4,467,122
Evelyn Dilsaver
54,872,820
143,563
4,467,122
Debra McCowan
54,930,394
85,989
4,467,122
Frank T. Medici
54,393,652
622,731
4,467,122
Ian Sacks
54,318,531
697,852
4,467,122
Gayle Wellborn
54,871,453
144,930
4,467,122
Proposal 2 . The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2020.
For
Against
Abstain
58,970,480
447,613
65,412

Proposal 3 . The approval, on a non-binding, advisory basis, of the fiscal 2019 compensation of the Company’s named executive officers.
For
Against
Abstain
58,970,480
447,613
65,412
















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.

 
HEALTHEQUITY, INC.
Date: July 1, 2019
By:
 
/s/ Darcy Mott
 
Name:
 
Darcy Mott
 
Title:
 
Executive Vice President and Chief Financial Officer