UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30, 2018
Proofpoint, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35506 |
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51-041486 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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892 Ross Drive, |
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94089 |
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(Address of principal executive offices) |
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(Zip Code) |
(408) 517-4710
(Registrant’s telephone number, including area code)
(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:
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 o
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 May 30, 2018, Proofpoint, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.
The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter and with respect to the election of a director were as indicated:
(1) Holders of the Company’s common stock voted to elect three Class III directors to each serve for a three-year term expiring at the 2021 Annual Meeting of Stockholders and until his successor has been elected and qualified or until his earlier resignation or removal as follows:
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Name |
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For |
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Withheld |
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Broker Non-Votes |
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Dana Evan |
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42,696,559 |
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1,702,979 |
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3,894,527 |
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Kristen Gil |
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43,659,047 |
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740,491 |
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3,894,527 |
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Gary Steele |
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43,543,143 |
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856,395 |
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3,894,527 |
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(2) Holders of the Company’s common stock voted to ratify the appointment of PricewaterhouseCoopers LLP as its principal independent registered public accounting firm for the fiscal year ending December 31, 2018 as follows:
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Shares voted in favor: |
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47,862,203 |
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Shares voted against: |
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264,005 |
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Shares abstaining: |
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167,857 |
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