UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 8, 2022, Marin Software Incorporated (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 18, 2022, the record date for the Annual Meeting, 15,566,733 shares of common stock of the Company were outstanding and entitled to vote. 7,878,936 shares, or 50.6% of the outstanding common stock entitled to vote at the Annual Meeting, were represented in person or by proxy.
At the Annual Meeting, stockholders voted on the proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2022 (the “Proxy Statement”). The results of the voting at the Annual Meeting were as follows:
Proposal 1. Elect Brian Kinion and Christopher Lien as the Class III members of the Board of Directors to hold office until the 2025 annual meeting of stockholders:
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Votes For |
Votes Withheld |
Broker Non-Votes |
Brian Kinion |
3,110,383 |
187,122 |
4,581,431 |
Christopher Lien |
3,112,513 |
184,992 |
4,581,431 |
Each of the directors named under Proposal No. 1 were elected, in accordance with the recommendation of the Company’s Board of Directors in the Proxy Statement.
Proposal 2. Vote, on a non-binding, advisory basis, on the compensation paid by the Company to the Company’s Named Executive Officers for the fiscal year ended December 31, 2021:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
1,929,716 |
415,167 |
952,622 |
4,581,431 |
Proposal 2 passed, in accordance with the recommendation of the Company’s Board of Directors in the Proxy Statement, with a vote of 58.5%.
Proposal 3. Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
Votes For |
Votes Against |
Abstentions |
7,633,347 |
162,870 |
82,719 |
Proposal 3 passed, in accordance with the recommendation of the Company’s Board of Directors in the Proxy Statement.
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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 thereunto duly authorized.
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Marin Software Incorporated |
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Date: June 10, 2022 |
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By: |
/s/ Robert Bertz |
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Robert Bertz |
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Chief Financial Officer |
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Document and Entity Information |
Jun. 08, 2022 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Central Index Key | 0001389002 |
| Document Period End Date | Jun. 08, 2022 |
| Entity Registrant Name | Marin Software Incorporated |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 001-35838 |
| Entity Tax Identification Number | 20-4647180 |
| Entity Address, Address Line One | 123 Mission Street |
| Entity Address, Address Line Two | 27th Floor |
| Entity Address, City or Town | San Francisco |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94105 |
| City Area Code | 415 |
| Local Phone Number | 399-2580 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Trading Symbol | MRIN |
| Title of 12(b) Security | Common stock, par value $0.001 per share |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |