0001193125-15-221961.txt : 20150612 0001193125-15-221961.hdr.sgml : 20150612 20150612170535 ACCESSION NUMBER: 0001193125-15-221961 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150611 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150612 DATE AS OF CHANGE: 20150612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUPONS.com Inc CENTRAL INDEX KEY: 0001115128 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36331 FILM NUMBER: 15929236 BUSINESS ADDRESS: STREET 1: 400 LOGUE AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-605-4600 MAIL ADDRESS: STREET 1: 400 LOGUE AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: COUPONS INC DATE OF NAME CHANGE: 20050802 FORMER COMPANY: FORMER CONFORMED NAME: COUPONS COM INC DATE OF NAME CHANGE: 20000522 8-K 1 d942725d8k.htm FORM 8-K Form 8-K

 

 

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, 2015

 

 

Coupons.com Incorporated

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-36331   77-0485123
(State or other jurisdiction of
incorporation or organization)		  

(Commission

File Number)

   (I.R.S. Employer
Identification Number)

400 Logue Avenue

Mountain View, California 94043

(Address of principal executive offices)

(650) 605-4600

(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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 

  ITEM 5.07. Submission of Matters to a Vote of Security Holders.

On June 11, 2015, Coupons.com Incorporated (the “Company”) held its 2015 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on April 24, 2015, the record date for the Annual Meeting, 82,757,646 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 77,106,053, or approximately 93.17% of the outstanding common shares entitled to vote, were represented in person or by proxy and, therefore, a quorum was present:

 

  1. To elect two Class I directors to serve until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal; and

 

  2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2015.

For more information about the foregoing proposals, see the Company’s definitive proxy statement filed with the Securities and Exchange April 29, 2015.

The results of the voting at the Annual Meeting are as follows:

1. Election of two Class I Directors

 

Nominee

    Votes For      Votes Withheld    Broker Non-votes

Steve Horowitz

      61,268,714       516,954    15,320,385

David E. Siminoff

      61,208,565       577,103    15,320,385

Each director nominee was duly elected to serve until the 2018 annual meeting of stockholders and until his successor is duly elected and qualified, subject to earlier resignation or removal.

2. Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-votes

75,751,122

    1,292,254    62,677    —  

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

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.

 

Coupons.com Incorporated
By:

/s/ Richard Hornstein

Richard Hornstein
General Counsel

Date: June 12, 2015