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Form 8-K SERVICESOURCE INTERNATIO For: May 12

May 16, 2022 6:15 PM EDT

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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): May 16, 2022 (May 12, 2022)

Graphic

ServiceSource International, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-35108

81-0578975

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

707 17th Street, 25th Floor

Denver, CO 80202

(Address of principal executive offices, including zip code)

(720889-8500

(Registrant’s telephone number, including area code)

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: 

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)

(Name of each exchange on which registered)

Common Stock, $0.0001 Par Value

SREV

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.

At the 2022 annual meeting of stockholders of ServiceSource International, Inc. (the “Company”) held on May 12, 2022 (the “Annual Meeting”), 87,415,894 of the 99,938,408 shares of common stock outstanding as of March 18, 2022, the record date, were represented at the meeting in person or by proxy, constituting 87.5% of the outstanding shares entitled to vote and a valid quorum. The stockholders of the Company voted on the following 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 1, 2022:

1. To elect seven nominees for director;

2. 

To authorize the Board, in its discretion, to amend the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock in a ratio of not less than one-for-five and not more than one-for-ten, to be determined by the Board;

3.To approve, on an advisory basis, the Company’s 2021 executive compensation; and

4.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022.

The voting results for each of these proposals are detailed below (rounded down to the nearest whole share).

1. Election of Directors

Nominee

For

Against

Abstained

Broker Non-votes

Andrew M. Baker

74,243,663

999,819

451,994

11,720,418

Jane Okun Bomba

74,516,654

726,823

451,999

11,720,418

John R. Ferron

74,517,801

725,696

451,979

11,720,418

John R. Harris

74,251,206

1,000,793

443,477

11,720,418

John A. Meyer

72,735,109

2,516,590

443,777

11,720,418

Gary B. Moore

74,517,191

734,508

443,777

11,720,418

Richard G. Walker

74,519,503

732,496

443,477

11,720,418

The stockholders voted to elect each director nominee to serve until the Company’s 2023 annual meeting of stockholders and until their successors are duly elected and qualified.

2. Vote to authorize the Board, in its discretion, to amend the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock in a ratio of not less than one-for-five and not more than one-for-ten, to be determined by the Board

For

 

Against

 

Abstained

 

Broker Non-votes

72,354,383

12,811,914

2,249,597

0

The stockholders voted to authorize the Board to amend the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock.

3. Advisory vote on the Company’s 2021 executive compensation

For

 

Against

 

Abstained

 

Broker Non-votes

73,798,890

1,444,085

452,500

11,720,418

The stockholders voted, on a non-binding advisory basis, to approve the Company’s 2021 executive compensation.

4. Ratification of the selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022

For

 

Against

 

Abstained

 

Broker Non-votes

86,748,590

9,855

657,449

0

The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

May 16, 2022

SERVICESOURCE INTERNATIONAL, INC.

By:

/s/ MEGAN FINE

Name: Megan Fine

Title: General Counsel



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