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) August 29, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(732 ) 870-4000
(Registrant's telephone number, including area code)
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. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further described in Item 5.07 below, Commvault Systems, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on August 29, 2023, where the Company’s stockholders approved an increase of 3,200,000 shares available for issuance under the Company’s 2016 Omnibus Incentive Plan, as amended (the “Incentive Plan”). The Company may grant awards to its directors, officers, employees, and consultants, and those of its affiliates, pursuant to the Incentive Plan.
A more complete description of the Incentive Plan is contained in the definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on July 11, 2023. The description of the Incentive Plan in the definitive proxy statement is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described in Item 5.07 below, at the Company’s Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to include officer exculpation, as permitted by recent amendments to Delaware law. The Certificate of Amendment of the Charter (the “Certificate of Amendment”) became effective upon filing thereof with the Secretary of State of Delaware on August 30, 2023. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment attached as Exhibit 3.1 of this Form 8-K and incorporated herein by reference.
2
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on August 29, 2023 at which the Company’s stockholders voted for (1) the election of nine (9) directors whose terms expire at the Annual Meeting, (2) the amendment to the Company’s Amended and Restated Certificate of Incorporation to include officer exculpation, (3) executive compensation on a non-binding, advisory basis, (4) the frequency of future advisory votes on executive compensation on a non-binding, advisory basis, (5) the appointment of Ernst & Young LLP as the Company’s independent auditor and public accountants for the fiscal year ending March 31, 2024, and (6) an amendment to the Incentive Plan. The voting results are as follows:
1. Election of Directors:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| (01). Nicholas Adamo | 36,970,194 | 897,196 | 34,125 | 3,254,652 | ||||||||||
| (02). Martha H. Bejar | 35,066,900 | 2,795,654 | 38,961 | 3,254,652 | ||||||||||
| (03). Keith Geeslin | 36,898,422 | 968,796 | 34,297 | 3,254,652 | ||||||||||
| (04). Vivie “YY” Lee | 36,668,058 | 1,195,703 | 37,754 | 3,254,652 | ||||||||||
| (05). Sanjay Mirchandani | 37,487,848 | 380,614 | 33,053 | 3,254,652 | ||||||||||
| (06). Charles Moran | 37,429,687 | 437,018 | 34,810 | 3,254,652 | ||||||||||
| (07). Allison Pickens | 36,890,905 | 971,710 | 38,900 | 3,254,652 | ||||||||||
| (08). Shane Sanders | 37,629,497 | 222,563 | 49,455 | 3,254,652 | ||||||||||
| (09). Arlen Shenkman | 37,447,721 | 419,102 | 34,692 | 3,254,652 | ||||||||||
2. Amend the Company’s Amended and Restated Certificate of Incorporation to include officer exculpation.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 32,844,543 | 4,950,916 | 106,056 | 3,254,652 | ||||||||
3. Approve, on an advisory basis, the Company’s executive compensation.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 36,270,648 | 1,547,549 | 83,318 | 3,254,652 | ||||||||
4. Approve, on an advisory basis, on the frequency of future advisory votes on the Company’s executive compensation.
| ONE YEAR | TWO YEARS | THREE YEARS | Abstain | Broker Non-Vote | ||||||||||
| 36,858,875 | 13,206 | 956,642 | 72,792 | 3,254,652 | ||||||||||
3
In light of these voting results, the Board of Directors has determined that the Company will hold an advisory vote on executive compensation every year, until the next required vote on the frequency of such advisory votes, or until the Board otherwise determines that a different frequency is in the best interests of the Company and its stockholders.
5. Ratify the appointment of Ernst & Young LLP as the Company’s independent public accountants for the fiscal year ending March 31, 2024.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 38,768,825 | 2,313,362 | 73,980 | 0 | ||||||||
6. Approve additional shares to be available for issuance under the Company’s Incentive Plan.
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 35,007,407 | 2,817,861 | 76,247 | 3,254,652 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in the Inline XBRL document)
4
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.
COMMVAULT SYSTEMS, INC.
| Dated: | August 31, 2023 | /s/ Danielle Sheer | ||||||
Name: Danielle Sheer Title: Chief Legal and Compliance Officer, Secretary | ||||||||
5