8-K 1 a201906198-kannualmeetingr.htm 8-K Document
 
 
 
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 18, 2019
 
 
 
 
 
 
 
 
Zuora, Inc.
 
 
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
 
 
 
Delaware
001-38451
20-5530976
 
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
 
 
 
 
3050 South Delaware Street, Suite 301, San Mateo, California
94403
 
(Address of principal executive offices)
(Zip Code)
 
 
 
 
 
 
 
Registrant’s telephone number, including area code: (800) 425-1281
 
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))
 
 
 
 
 
 
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, $0.0001 par value per share
 
ZUO
 
New York Stock Exchange
 
 
 
 
 
 
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 x
 
 
 
 
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 June 18, 2019, Zuora, Inc. ("Zuora") held its 2019 Annual Meeting of Stockholders ("Annual Meeting"). At the Annual Meeting, Zuora's stockholders voted on two proposals, which are described in Zuora's definitive proxy statement filed with the Securities and Exchange Commission on May 8, 2019. There were 71,348,026 shares of Zuora's Class A common stock and 21,479,566 shares of Class B common stock present at the Annual Meeting in person or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, each share of Class A common stock represents one vote and each share of Class B common stock represents ten votes. The final results for the votes regarding each proposal are set forth below.


1.
Proposal 1: Zuora's stockholders elected two Class I directors to Zuora's Board of Directors, to serve until our 2022 annual meeting of stockholders or until such director’s successor is duly elected and qualified, subject to their earlier resignation or removal. The voting results regarding this proposal are set forth below:
Name
 
For
 
Withhold
 
Broker Non-Votes
Timothy Haley
 
236,658,105
 
15,533,380
 
33,952,201
Magdalena Yesil
 
235,901,494
 
16,289,991
 
33,952,201

2.
Proposal 2: Zuora's stockholders ratified the appointment of KPMG LLP as Zuora's independent registered public accounting firm for the fiscal year ending January 31, 2020. The voting results regarding this proposal are set forth below:

For:
285,260,320

Against:
251,244

Abstain:
632,122







 




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.

 
 
ZUORA, INC.
 
 
 
(Registrant)
 
 
 
 
 
Dated: June 19, 2019
By:
/s/ Jennifer Pileggi
 
 
 
Jennifer Pileggi
 
 
 
Senior Vice President, General Counsel and Corporate Secretary