8-K

0001193125-17-206101.txt : 20170616 0001193125-17-206101.hdr.sgml : 20170616 20170616170249 ACCESSION NUMBER: 0001193125-17-206101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170614 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170616 DATE AS OF CHANGE: 20170616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Square, Inc. CENTRAL INDEX KEY: 0001512673 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 800429876 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37622 FILM NUMBER: 17916791 BUSINESS ADDRESS: STREET 1: 1455 MARKET STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415-375-3176 MAIL ADDRESS: STREET 1: 1455 MARKET STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 8-K 1 d387288d8k.htm 8-K 8-K

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 14, 2017

Square, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37622

80-0429876

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1455 Market Street, Suite 600

San Francisco, CA 94103

(Address of principal executive offices, including zip code)

(415) 375-3176

(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 (see General Instruction A.2. below):

☐	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 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 14, 2017, Square, Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2017:

To elect three Class II directors to serve until the Company’s 2020 annual meeting of stockholders and until their successors are duly elected and qualified;

To approve, on an advisory basis, the compensation of the Company’s named executive officers; and

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2017.

Holders of the Company’s Class A common stock, par value 0.0000001 per share (the “Class A Common Stock”), were entitled to one vote on each proposal for each share held as of the close of business on April 20, 2017 (the “Record Date”), and holders of the Company’s Class B common stock, par value $0.0000001 per share (the “Class B Common Stock”), were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters.

Present at the Annual Meeting in person or by proxy were holders of 183,069,902 shares of Class A Common Stock and 118,384,967 shares of Class B Common Stock, together representing 81.59% of the combined voting power of all issued and outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote at the Annual Meeting, constituting a quorum.

The final voting results for each of these proposals are detailed below.

1.	Election of Directors


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Roelof Botha	1,288,982,819	24,815,379	53,121,374
Jim McKelvey	1,288,983,031	24,815,167	53,121,374
Ruth Simmons	1,278,316,530	35,481,668	53,121,374

Each director-nominee was duly elected as a Class II director to serve until the Company’s 2020 annual meeting of stockholders and until his or her successor is duly elected and qualified.

2.	Advisory Vote on Compensation of Named Executive Officers


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
1,298,956,853	14,481,512	359,833	53,121,374

The stockholders advised that they were in favor of the compensation of the Company’s named executive officers.

3.	Ratification of Appointment of Independent Registered Public Accounting Firm


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
1,365,954,984	475,094	489,494	0

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2017.

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.


SQUARE, INC.

By:		/s/ Jason S. Gao
		Jason S. Gao Assistant Secretary

Date: June 16, 2017