UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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 June 11, 2024, Amplitude, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected each of the Company’s nominees as Class III directors, (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, (iii) approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, and (iv) approved the amendment and restatement of the Company’s restated certificate of incorporation to provide for the exculpation of officers. The final results with respect to each proposal are set forth below.
Proposal One – Election of Directors
The Company’s stockholders elected each of the four persons named below as a Class III director to serve until the Company’s 2027 annual meeting of stockholders, and until each such director’s respective successor is elected and qualified. The results of such vote were:
| Name |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Ron Gill |
186,113,388 | 1,087,465 | 14,238,596 | |||||||||
| Elisa Steele |
170,373,794 | 16,827,059 | 14,238,596 | |||||||||
| Eric Vishria |
186,241,617 | 959,236 | 14,238,596 | |||||||||
| James Whitehurst |
177,061,495 | 10,139,358 | 14,238,596 | |||||||||
Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of such vote were:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 200,851,463 | 91,360 | 496,626 | — |
Proposal Three – Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The results of such vote were:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 186,447,971 | 745,058 | 7,824 | 14,238,596 |
Proposal Four – Approval of the Amendment and Restatement of the Company’s Restated Certificate of Incorporation to Provide for the Exculpation of Officers
The Company’s stockholders approved the amendment and restatement of the Company’s restated certificate of incorporation to provide for the exculpation of officers. The results of such vote were:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 167,332,345 | 19,483,052 | 385,456 | 14,238,596 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Restated Certificate of Incorporation of Amplitude, Inc. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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.
| AMPLITUDE, INC. | ||||
| Date: June 12, 2024 |
By: |
/s/ Spenser Skates | ||
| Spenser Skates | ||||
| Chief Executive Officer | ||||