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 6, 2019
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:
| ☐ | 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 or to be registered pursuant to Section 12(b) of the Act.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $.0001 per share | PFPT | NASDAQ |
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 ☐
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 6, 2019, 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 I directors to each serve for a three-year term expiring at the 2022 Annual Meeting of Stockholders and until his successor has been elected and qualified or until his earlier resignation or removal as follows:
| Name |
For | Against | Abstain | |||||||||
| Michael Johnson |
47,139,744 | 576,772 | 13,949 | |||||||||
| R. Scott Herren |
47,139,742 | 576,882 | 13,901 | |||||||||
| Richard Wallace |
39,193,631 | 8,522,933 | 13,901 | |||||||||
(2) Holders of the Company’s common stock voted to amend and restate our 2012 Equity Incentive Plan to increase the number of shares of stock authorized for issuance thereunder and to make certain other changes to the plan:
| Shares voted in favor: |
26,968,013 | |||
| Shares voted against: |
20,747,267 | |||
| Shares abstaining: |
15,185 |
(3) Holders of the Company’s common stock voted, on a non-binding advisory basis, against the compensation paid by us to our named executive officers as disclosed in the proxy statement (“say-on-pay”):
| Shares voted in favor: |
8,695,333 | |||
| Shares voted against: |
38,994,960 | |||
| Shares abstaining: |
40,172 |
(4) Holders of the Company’s common stock voted to recommend, on a non-binding advisory basis, that the future say-on-pay advisory votes on compensation paid by us to our named executive officers should be held every year:
| One Year: |
46,921,548 | |||
| Two Year: |
5,040 | |||
| Three Year: |
788,792 | |||
| Abstain: |
15,085 |
(5) Holders of the Company’s common stock voted to ratify the appointment of PricewaterhouseCoopers LLP as our principal independent registered public accounting firm for the fiscal year ending December 31, 2019 as follows:
| Shares voted in favor: |
51,601,930 | |||
| Shares voted against: |
353,430 | |||
| Shares abstaining: |
25,711 |
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 7, 2019 | By: | /s/ Paul Auvil | ||||
| Paul Auvil Chief Financial Officer | ||||||