UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 1, 2017

 


 

Proofpoint, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-35506

 

51-041486

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

892 Ross Drive,
Sunnyvale CA

 

94089

(Address of principal executive offices)

 

(Zip Code)

 

(408) 517-4710

(Registrant’s telephone number, including area code)

 

 

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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).

 

Emerging growth company o

 

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 1, 2017, Proofpoint, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

 

The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter and with respect to the election of a director were as indicated:

 

(1)  Holders of the Company’s common stock voted to elect three Class II directors to each serve for a three-year term expiring at the 2020 Annual Meeting of Stockholders and until his successor has been elected and qualified or until his earlier resignation or removal as follows:

 

Name

 

For

 

Withheld

 

Broker Non-Votes

 

Jonathan Feiber

 

37,364,269

 

892,189

 

3,100,844

 

Eric Hahn

 

27,691,234

 

10,565,224

 

3,100,844

 

Kevin Harvey

 

37,364,878

 

891,580

 

3,100,844

 

 

(2)  Holders of the Company’s common stock voted to ratify the appointment of PricewaterhouseCoopers LLP as its principal independent registered public accounting firm for the fiscal year ending December 31, 2017 as follows:

 

Shares voted in favor:

 

40,978,160

 

Shares voted against:

 

199,616

 

Shares abstaining:

 

179,526

 

 

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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.

 

 

 

Proofpoint, Inc.

 

 

 

Date: June 6, 2017

By:

/s/ Paul Auvil

 

 

Paul Auvil
Chief Financial Officer

 

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