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): May 17, 2019
Everbridge, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-37874 | 26-2919312 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
25 Corporate Drive, Suite 400, Burlington, Massachusetts | 01803 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (818) 230-9700
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)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
Common Stock, $0.001 par value, | EVBG | The Nasdaq Stock Market |
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 17, 2019, Everbridge, Inc. (the Company) held its 2019 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 four proposals: (i) to elect nominees for director to hold office until the 2022 Annual Meeting of Stockholders (Proposal 1); (ii) to ratify the selection by the Audit Committee of the Companys board of directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019 (Proposal 2); (iii) to approve, on an advisory basis, the compensation of the Companys named executive officers (Proposal 3) as disclosed in the Companys definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 5, 2019 (the Proxy Statement); and (iv) to indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Companys named executive officers (Proposal 4), each of which is described in more detail in the Companys Proxy Statement. The following tables sets 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 Companys stockholders elected each of the nominees listed below.
Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Richard DAmore |
16,736,952 | 7,753,772 | 4,511,253 | |||||||||
Bruns Grayson |
16,114,079 | 8,376,645 | 4,511,253 |
There were no abstentions with respect to Proposal 1.
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, 2019
The Companys stockholders approved Proposal 2.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
28,831,285 |
2,500 | 168,192 | 0 |
Proposal 3 Approval, on an advisory basis, of the compensation of the Companys named executive officers as disclosed in the Proxy Statement.
The Companys stockholders approved Proposal 3.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
23,992,366 |
328,962 | 169,396 | 4,511,253 |
Proposal 4 Indication, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Companys named executive officers.
The Companys stockholders indicated that the preferred frequency of stockholder advisory votes on the compensation of the Companys named executive officers is every year.
1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
24,278,920 |
20,520 | 28,381 | 162,903 | 4,511,253 |
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.
Everbridge, Inc. | ||||||
Dated: May 23, 2019 | By: | /s/ Elliot J. Mark | ||||
Elliot J. Mark | ||||||
Senior Vice President, General Counsel and Secretary |