Form 8-K RingCentral Inc For: May 10

May 13, 2019 4:55 PM

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 10, 2019
 
RINGCENTRAL, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
001-36089
94-3322844
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
 
20 Davis Drive
Belmont, California 94043
 
(Address of principal executive offices)
 
(650) 472-4100
 
(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:
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 ¨
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
 
Class A Common Stock,
par value $0.0001
 
 
 
RNG
 
 
 
New York Stock Exchange
 
 
 
 
 
 




ITEM 5.07.     Submission of Matters to a Vote of Security Holders.
On May 10, 2019, RingCentral, Inc. (the “Company”) held its Annual Meeting of Stockholders at 20 Davis Drive, Belmont, California 94002 (the “Annual Meeting”). Stockholders of record at the close of business on April 5, 2019 (the “Record Date”) were entitled to vote at the Annual Meeting.
Each share of Class A common stock was entitled to one vote on each proposal and each share of Class B common stock was entitled to ten votes on each proposal. 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 64,643,070 shares of Class A common stock, representing 64,643,070 votes of Class A common stock and 10,784,873 shares of Class B common stock, representing 107,848,730 votes of Class B common stock, together representing a total of 172,491,800 votes, or more than 92% of the eligible votes, and constituting a quorum.
The stockholders of the Company voted on the following items at the Annual Meeting:
1.To elect seven (7) directors to serve until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified;
2.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, 2019;
3.To approve, on an advisory (non-binding) basis, the named executive officers’ compensation as disclosed in the proxy statement; and
4.To approve the French Sub-Plan to the RingCentral, Inc. 2013 Equity Incentive Plan as disclosed in the proxy statement.
The voting results for each of these proposals are detailed below.
Proposal 1: The Company’s stockholders elected seven (7) directors to the board of directors (the “Board”) to serve for a one year term until the 2020 annual meeting of stockholders. The votes for each director were as follows:
Nominee
 
For
 
Withheld
 
Broker Non-votes
Vladimir Shmunis
 
162,726,052
 
476,862
 
9,288,886
Neil Williams
 
162,978,720
 
224,194
 
9,288,886
Robert Theis
 
162,692,115
 
510,799
 
9,288,886
Michelle McKenna
 
162,765,318
 
437,596
 
9,288,886
Allan Thygesen
 
162,977,633
 
225,281
 
9,288,886
Kenneth Goldman
 
152,263,883
 
10,939,031
 
9,288,886
Godfrey Sullivan
 
162,988,401
 
214,513
 
9,288,886





Proposal 2. 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, 2019. The votes regarding the proposal were as follows:
For
 
Against
 
Abstained
 
Broker Non-votes
171,827,868
 
585,715
 
78,217
 
0

Proposal 3. The Company’s stockholders voted in favor of the named executive officers’ compensation as disclosed in the proxy statement. The votes regarding the proposal were as follows:
For
 
Against
 
Abstained
 
Broker Non-votes
151,781,899
 
11,339,101
 
81,914
 
9,288,886

In accordance with the stockholders’ preference, the Board intends to hold a non-binding advisory vote on named executive officers’ compensation every year.

Proposal 4. The Company’s stockholders voted in favor of the French Sub-Plan to the RingCentral, Inc. 2013 Equity Incentive Plan as disclosed in the proxy statement. The votes regarding the proposal were as follows:
For
 
Against
 
Abstained
 
Broker Non-votes
143,485,240
 
19,603,682
 
113,992
 
9,288,886

















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.
RingCentral, Inc.
By: /s/ Bruce Johnson    
Bruce Johnson
Vice President, Legal
Date: May 13, 2019

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