0001433714-17-000073.txt : 20170626 0001433714-17-000073.hdr.sgml : 20170626 20170626163919 ACCESSION NUMBER: 0001433714-17-000073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170622 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170626 DATE AS OF CHANGE: 20170626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASTLIGHT HEALTH, INC. CENTRAL INDEX KEY: 0001433714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 261989091 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36330 FILM NUMBER: 17930237 BUSINESS ADDRESS: STREET 1: 150 SPEAR STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-671-4683 MAIL ADDRESS: STREET 1: 150 SPEAR STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: VENTANA HEALTH SERVICES, INC. DATE OF NAME CHANGE: 20090831 FORMER COMPANY: FORMER CONFORMED NAME: MARIA HEALTH INC DATE OF NAME CHANGE: 20080429 8-K 1 cslt8-kannualmeeting2017.htm 8-K Document

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

June 22, 2017
Date of Report (Date of earliest event reported)

CASTLIGHT HEALTH, INC.
(Exact name of registrant as specified in its charter)
______________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
001-36330
(Commission File Number)
26-1989091
(I.R.S. Employer
Identification Number)
______________________________________
150 Spear Street, Suite 400
San Francisco, CA 94105
(Address of principal executive offices)

(415) 829-1400
(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:

[ ] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 [X]

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. [X]

    

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

Castlight Health, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders on June 22, 2017 at the Company’s offices located at 150 Spear Street, San Francisco, California 94105 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 1, 2017. Present at the Annual Meeting in person or by proxy were holders representing 105,580,655 shares of common stock, representing 80.90% of the eligible votes, constituting a quorum.
The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter was as indicated
(a)
Holders of the Company’s common stock voted to elect three Class III directors, each to serve until his successor has been elected and qualified or until his earlier resignation or removal as follows:
Director Name
Votes For
Votes Withheld
Broker Non-Votes
Percentage of Votes in Favor
John C. Doyle
87,567,032
298,006
17,715,617
99.66%
David Ebersman
84,319,294
3,545,744
17,715,617
95.96%
Michael Eberhard
84,613,743
3,251,295
17,715,617
96.30%

(b)
Holders of the Company’s common stock voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 as follows:

Shares Voted in Favor
105,352,314
Shares Voted Against
136,436
Shares Abstaining
91,905
Broker Non-Votes
0




    

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CASTLIGHT HEALTH, INC.
Date: June 26, 2017
By:
 
/s/ Siobhan Nolan Mangini
 
 
 
Siobhan Nolan Mangini
 
 
 
Chief Financial Officer (Principal Financial Officer)