UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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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 5.07 |
Submission of Matters to a Vote of Security Holders. |
On May 19, 2022, Everbridge, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following three proposals: (i) to elect nominees for director to hold office until the 2023 Annual Meeting of Stockholders (“Proposal 1”); (ii) to ratify the selection by the Audit Committee of the Company’s board of directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022 (“Proposal 2”); and (iii) to approve, on an advisory basis, the compensation of the Company’s named executive officers (“Proposal 3”), as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 8, 2022 (the “Proxy Statement”), each of which is described in more detail in the Company’s Proxy Statement. The following tables set forth the certified voting results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1 – Election of Directors
The Company’s stockholders elected each of the nominees listed below.
Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Richard D’Amore |
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25,788,377 |
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3,610,356 |
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3,642,751 |
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Alison Dean |
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26,917,247 |
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2,481,486 |
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3,642,751 |
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Jaime Ellertson |
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14,899,392 |
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14,499,341 |
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3,642,751 |
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Bruns Grayson |
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12,390,351 |
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17,008,382 |
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3,642,751 |
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David Henshall |
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26,600,222 |
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2,798,511 |
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3,642,751 |
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Kent Mathy |
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22,649,041 |
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6,749,692 |
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3,642,751 |
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Simon Paris |
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24,049,632 |
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5,349,101 |
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3,642,751 |
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Sharon Rowlands |
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25,034,406 |
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4,364,327 |
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3,642,751 |
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There were no abstentions for any of the directors voted on at the Annual Meeting.
Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2022
The Company’s stockholders approved Proposal 2.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
32,471,324 |
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508,852 |
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61,308 |
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0 |
Proposal 3 – Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement
The Company’s stockholders approved Proposal 3.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
23,078,906 |
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5,810,625 |
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509,202 |
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3,642,751 |
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.
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Everbridge, Inc. |
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Dated: May 25, 202period2 |
By: |
/s/ Elliot J. Mark |
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Elliot J. Mark |
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Senior Vice President, General Counsel and Secretary |
Document and Entity Information |
May 19, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001437352 |
| Document Type | 8-K |
| Document Period End Date | May 19, 2022 |
| Entity Registrant Name | Everbridge, Inc. |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 001-37874 |
| Entity Tax Identification Number | 26-2919312 |
| Entity Address, Address Line One | 25 Corporate Drive |
| Entity Address, Address Line Two | Suite 400 |
| Entity Address, City or Town | Burlington |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 01803 |
| City Area Code | 818 |
| Local Phone Number | 230-9700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | EVBG |
| Security Exchange Name | NASDAQ |