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 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 11, 2024
DOMO, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-38553
27-3687433
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
802 East 1050 South
American Fork, UT 84003
(Address of principal executive offices, and Zip Code)
Registrant’s telephone number, including area code: (801) 899-1000
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 classTrading symbol(s)Name of each exchange on which registered
Class B Common Stock, par value $0.001 per shareDOMOThe Nasdaq Global Market
☐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).
☐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 Tuesday, June 11, 2024, the Company held the Annual Meeting at 9:00 a.m., Mountain Time. Holders of the Company’s Class A common stock were entitled to forty votes for each share held as of the close of business on April 17, 2024 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to one vote for each share held as of the Record Date. The Class A common stock and Class B common stock outstanding as of the Record Date voted as a single class on all matters.

Present at the 2024 Annual Meeting in person or by proxy were holders of shares of Class A common stock and Class B common stock representing an aggregate of 158,684,653 votes, or approximately 95.9% of the voting power of all issued and outstanding shares as of the Record Date, entitled to vote at the 2024 Annual Meeting, constituting a quorum.

The following is a brief description of each matter voted upon at the 2024 Annual Meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as applicable to each such matter. The matters voted upon were as follows:

Proposal 1. Election of Directors
The stockholders voted on a proposal to elect seven directors to the Company’s board of directors (the “Board of Directors”), each to serve one-year terms. The results of the voting were as follows:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Joshua G. James
143,692,9996,180,8508,810,804
Carine S. Clark
143,575,8656,297,9848,810,804
Daniel Daniel
140,439,7659,434,0848,810,804
Jeff Kearl
144,393,8575,479,9928,810,804
John Pestana
146,050,7643,823,0858,810,804
Dan Strong
143,641,4416,232,4088,810,804
Renée Soto
146,037,9323,835,9178,810,804

Pursuant to the foregoing votes, each of the director nominees was elected to serve on the Board of Directors. There were no additional director nominations brought to the 2024 Annual Meeting.

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders voted on a proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025. The results of the voting included 158,077,059 votes for, 258,083 votes against, 349,511 votes abstained and no broker non-votes. The appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025 was ratified.

Proposal 3. Advisory Vote on Compensation of Named Executive Officers (“Say-On-Pay”)
The stockholders voted on a proposal for the approval, on an advisory basis, of the compensation of the Company’s named executive officers. The results of the voting included 133,504,516 votes for, 16,354,119 votes against, 15,214 votes abstained and 8,810,804 broker non-votes. The compensation of the Company’s named executive officers was approved, on an advisory basis.



SIGNATURE
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.
DOMO, INC.
Date: June 13, 2024

By:

/s/ David Jolley
David Jolley
Chief Financial Officer