8-K 1 appn2018annualmeeting8-k.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
Date of Report (Date of earliest event reported): June 7, 2018
 
Appian Corporation

(Exact name of Registrant as Specified in Its Charter)
 
 
Delaware
001-38098
54-1956084
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
 
11955 Democracy Drive, Suite 1700, Reston, Virginia
 
20190
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (703) 442-8844
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 (see General Instructions 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 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. o 
 
 







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

On June 7, 2018, Appian Corporation (the “Company”) held a virtual annual meeting of stockholders (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 Securities and Exchange Commission on April 27, 2018 (the “Proxy Statement”). At the beginning of the Annual Meeting, there were 16,990,726 shares of Class A common stock and 38,897,106 shares of Class B common stock present at the Annual Meeting in person or by proxy, which represented approximately 91% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on April 9, 2018 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the Record Date.  Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal No. 1: Election of seven nominees to serve as directors until the 2019 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Matthew Calkins
 
397,785,595

 
889,611

 
7,286,580

Robert C. Kramer
 
397,778,675

 
896,531

 
7,286,580

A.G.W. "Jack" Biddle, III
 
397,775,741

 
899,465

 
7,286,580

Prashanth "PV" Boccassam
 
396,984,937

 
1,690,269

 
7,286,580

Michael G. Devine
 
397,775,108

 
900,098

 
7,286,580

Barbara "Bobbie" Kilberg
 
396,991,634

 
1,683,572

 
7,286,580

Michael J. Mulligan
 
397,751,438

 
923,768

 
7,286,580

All nominees were elected.
Proposal No. 2: Ratification of the appointment of BDO USA, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2018. The votes were cast as follows:
 
 
Votes For
 
Votes Against
 
Abstained
 
Broker Non-Votes
Ratification of appointment of BDO USA, LLP
 
405,260,325
 
609,119
 
92,342
 







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.

 
 
Appian Corporation
 
 
 
 
Date: June 7, 2018
 
By:
/s/ Mark Lynch
 
 
 
Mark Lynch
 
 
 
Chief Financial Officer