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
August 10, 2017
8X8, INC.
(Exact name of registrant as specified in its charter)
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2125 O'Nel Drive
San Jose, CA 95131
(Address of principal executive offices including zip code)
(408) 727-1885
(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:
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 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 August 10, 2017, 8x8, Inc. (the "Company") held its annual meeting of stockholders at which stockholders voted on each of the following proposals:
- Proposal 1. Election of Guy L. Hecker, Jr., Vikram Verma, Bryan R. Martin, Eric Salzman, Ian Potter, Jaswinder Pal Singh, and Vladimir Jacimovic to serve as directors until the next annual meeting of stockholders.
- Proposal 2. Ratification of the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2018.
- Proposal 3. To approve the Company's Second Amended and Restated 1996 Employee Stock Purchase Plan.
- Proposal 4. To approve the material terms of the performance goals under the Company's Amended and Restated 2012 Equity Incentive Plan, solely for the purposes of Internal Revenue Code Section 162(m).
- Proposal 5. To hold an advisory vote to approve executive compensation.
- Proposal 6. To hold an advisory vote on the frequency of future advisory votes on executive compensation.
Final voting results were as follows:
- Proposal 1 - Election of Directors.
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For |
Withheld |
Broker Non-Vote |
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Guy L. Hecker, Jr. |
52,658,610 |
4,893,004 |
22,008,127 |
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Vikram Verma |
56,814,472 |
737,142 |
22,008,127 |
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Bryan R. Martin |
56,950,411 |
601,203 |
22,008,127 |
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Eric Salzman |
56,041,667 |
1,509,947 |
22,008,127 |
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Ian Potter |
56,142,149 |
1,409,465 |
22,008,127 |
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Jaswinder Pal Singh |
56,917,290 |
634,324 |
22,008,127 |
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Vladimir Jacimovic |
56,919,153 |
632,461 |
22,008,127 |
- Proposal 2 - Ratification of Independent Registered Public Accounting Firm.
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For |
Against |
Abstain |
Broker Non-Vote |
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78,060,121 |
1,407,134 |
92,486 |
— |
- Proposal 3 - Approve the Company's Second Amended and Restated 1996 Employee Stock Purchase Plan.
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For |
Against |
Abstain |
Broker Non-Vote |
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51,474,073 |
5,839,917 |
237,624 |
22,008,127 |
- Proposal 4 - Approve the material terms of the performance goals under the Company's Amended and Restated 2012 Equity Incentive Plan.
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For |
Against |
Abstain |
Broker Non-Vote |
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55,399,100 |
2,106,402 |
46,112 |
22,008,127 |
- Proposal 5 - Non-binding, advisory vote on executive compensation.
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For |
Against |
Abstain |
Broker Non-Vote |
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54,981,705 |
2,446,165 |
123,744 |
22,008,127 |
- Proposal 6 - Non-binding, advisory vote on the frequency of future advisory votes on executive compensation.
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1 Year |
2 Years |
3 Years |
Abstain |
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54,227,543 |
1,702,228 |
1,571,949 |
49,894 |
Considering the stockholders' vote on Proposal No. 6, the company has decided to conduct its advisory vote on named executive officers' compensation on an annual basis.
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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.
Date: August 15, 2017
| 8X8, INC. |
| By: /s/ Mary Ellen Genovese |
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| Mary Ellen Genovese | |
| Chief Financial Officer and Secretary |
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