0001104659-17-062137.txt : 20171013 0001104659-17-062137.hdr.sgml : 20171013 20171013160245 ACCESSION NUMBER: 0001104659-17-062137 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170713 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20171013 DATE AS OF CHANGE: 20171013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVESTNET, INC. CENTRAL INDEX KEY: 0001337619 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 201409613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34835 FILM NUMBER: 171136663 BUSINESS ADDRESS: STREET 1: 35 E WACKER DR STE 2400 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312-827-2800 MAIL ADDRESS: STREET 1: 35 E WACKER DR STE 2400 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: ENVESTNET ASSET MANAGEMENT GROUP INC DATE OF NAME CHANGE: 20050831 8-K/A 1 a17-23945_18ka.htm 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Earliest Event Reported: July 13, 2017

 

 

ENVESTNET, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-34835

 

20-1409613

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification Number)

 

35 East Wacker Drive, Suite 2400
Chicago, Illinois

 

60601

(Address of principal executive offices)

 

(Zip Code)

 

(312) 827-2800

(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

 

 


 

Explanatory Note.

 

This Amendment No. 1 on Form 8-K/A amends the current Report on Form 8-K of Envestnet, Inc. (the “Company”), filed on July 14, 2017 (the “Original Form 8-K”).  The Original Form 8-K reported the final voting results of the Company’s 2017 Annual Meeting of stockholders held on July 13, 2017.  The purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers (referred to as “Say-on-Pay” votes).  No other changes have been made to the Original Form 8-K.

 

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

 

As previously reported in the Original Form 8-K, in a non-binding advisory vote on the frequency of future Say-on-Pay votes held at the 2017 Annual Meeting, shareholders voted for their preferred frequency of future Say-on-Pay votes as follows:

 

One Year

 

Two Years

 

Three Years

 

Shares Abstain

 

Broker Non-Votes

 

38,446,461

 

34,281

 

713,050

 

115,772

 

3,200,213

 

 

In consideration of the results of the advisory vote on the frequency of Say-on-Pay votes, the Company’s Board of Directors determined that the Company will continue to hold an advisory Say-on-Pay vote annually.  The Company’s Board of Directors will reevaluate this determination after the next stockholder advisory vote on the frequency of Say-on-Pay votes.

 

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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.

 

 

 

ENVESTNET, INC.

 

 

 

 

 

Dated: October 13, 2017

 

 

 

 

 

 

 

 

 

By:

/s/ Shelly O’Brien

 

 

Shelly O’Brien

 

 

Chief Legal Officer, General Counsel and Corporate Secretary

 

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