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Form 8-K RingCentral, Inc. For: Jun 05

June 9, 2020 4:21 PM
rng-20200605
0001384905false00013849052020-06-052020-06-05

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 5, 2020
______________________
RINGCENTRAL, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3608994-3322844
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
20 Davis Drive, Belmont, CA 94002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 472-4100
(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.  ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common StockRNGNew York Stock Exchange
par value $0.0001



Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 5, 2020, RingCentral, Inc. (the “Company”) held its Annual Meeting of Stockholders virtually (the “Annual Meeting”). Stockholders of record at the close of business on April 24, 2020 (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 70,556,822 shares of Class A common stock, representing 70,556,822 votes of Class A common stock and 9,798,995 shares of Class B common stock, representing 97,989,950 votes of Class B common stock, together representing a total of 168,546,772 votes, or more than 90% of the eligible votes, and constituting a quorum.
The stockholders of the Company voted on the following items at the Annual Meeting:
To elect seven (7) directors to serve until the 2021 annual meeting of stockholders and until their successors are duly elected and qualified;
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, 2020; and
To approve, on an advisory (non-binding) basis, the named executive officers’ compensation 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 2021 annual meeting of stockholders. The votes for each director were as follows:
NomineeForWithheldBroker Non-votes
Vladimir Shmunis160,702,138901,3266,943,308
Neil Williams161,326,113277,3516,943,308
Robert Theis159,440,1212,163,3436,943,308
Michelle McKenna160,455,4121,148,0526,943,308
Allan Thygesen160,955,250648,2146,943,308
Kenneth Goldman144,022,60217,580,8626,943,308
Godfrey Sullivan161,385,577217,8876,943,308
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, 2020. The votes regarding the proposal were as follows:
ForAgainstAbstainedBroker Non-votes
168,089,760357,88299,1300
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:
ForAgainstAbstainedBroker Non-votes
128,189,54932,659,366754,5496,943,308
In accordance with the stockholders’ preference, the Board intends to hold a non-binding advisory vote on named executive officers’ compensation every year.



SIGNATURE
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
Name:
Bruce Johnson
Title:
Vice President, Legal
Date: June 9, 2020

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