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 5, 2019
Alarm.com Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-37461 | 26-4247032 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
8281 Greensboro Drive, Suite 100 Tysons, Virginia |
22102 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (877) 389-4033
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which | ||
Common Stock, $0.01 par value per share | ALRM | The Nasdaq Stock Market LLC |
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 June 5, 2019, Alarm.com Holdings, 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: (1) to elect two nominees for director to hold office until the Companys 2022 Annual Meeting of Stockholders (Proposal 1), (2) to ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019 (Proposal 2), (3) to approve, on an advisory basis, the compensation of the Companys named executive officers as disclosed in the Companys definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 26, 2019 (Proposal 3) and (4) to consider, if properly presented at the Annual Meeting, a non-binding stockholder proposal requesting the Companys Board of Directors to take each step necessary to amend the Companys Amended and Restated Certificate of Incorporation (the Charter) and Amended and Restated Bylaws (Bylaws) to eliminate each voting requirement therein that calls for a greater than simple majority vote (Proposal 4). The final results of the voting on each proposal are set forth below.
Proposal 1 Election of Directors
The Companys stockholders elected the two persons listed below as directors, each to serve until the Companys 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
Nominee |
For |
Withheld |
Broker Non-Votes | |||
Donald Clarke | 32,080,151 | 7,245,619 | 3,378,004 | |||
Hugh Panero | 32,067,243 | 7,258,527 | 3,378,004 |
There were no abstentions with respect to Proposal 1.
Proposal 2Ratification of the Selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers 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. The votes cast were as follows:
For |
Against |
Abstain | ||
42,321,615 | 235,275 | 146,884 |
There were no broker non-votes with respect to Proposal 2.
Proposal 3 Advisory Vote on Executive Compensation
The Companys stockholders approved, on a non-binding advisory basis, Proposal 3. The votes cast were as follows:
For |
Against |
Abstain |
Broker Non-Votes | |||
38,862,292 | 325,157 | 138,322 | 3,378,003 |
Proposal 4 Stockholder Proposal
The stockholder proposal requesting the Companys Board of Directors to take each step necessary to amend the Companys Charter and Bylaws to eliminate each voting requirement therein that calls for a greater than simple majority vote was approved by the Companys stockholders on a non-binding basis. This proposal is only a request that the Companys Board of Directors take the necessary steps to obtain the necessary stockholder approval for such an amendment to the Companys Charter and Bylaws and is not an approved amendment to the Companys Charter and Bylaws at this time. The votes cast were as follows:
For |
Against |
Abstain |
Broker Non-Votes | |||
25,430,505 | 13,720,240 | 175,025 | 3,378,004 |
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.
Alarm.com Holdings, Inc. | ||||||
Date: June 10, 2019 | By: | /s/ Steve Valenzuela | ||||
Steve Valenzuela Chief Financial Officer |