ThZeal - The Zeal

domo8k-20220602

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 2, 2022

DOMO, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38553

27-3687433

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

772 East Utah Valley Drive

American Fork, UT 84003

(Address of principal executive offices, and Zip Code)

Registrant’s telephone number, including area code: (801) 899-1000

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:

☐ 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(s)

Name of each exchange on which registered

Class B Common Stock, par value $0.001 per share

DOMO

The Nasdaq Global Market


☐			Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐			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

On Thursday, June 2, 2022, Domo, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “2022 Annual Meeting”) at 9:00 a.m., Mountain Time. Holders of the Company’s Class A common stock were entitled to forty votes for each share held as of the close of business on April 13, 2022 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to one vote for each share held as of the Record Date. The Class A common stock and Class B common stock outstanding as of the Record Date voted as a single class on all matters.

Present at the 2022 Annual Meeting in person or by proxy were holders of shares of Class A common stock and Class B common stock representing an aggregate of 155,791,583 votes, or approximately 96.8% of the voting power of all issued and outstanding shares as of the Record Date, entitled to vote at the 2022 Annual Meeting, constituting a quorum.

The following is a brief description of each matter voted upon at the 2022 Annual Meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter. The matters voted upon were as follows:

Proposal 1. Election of Directors

The stockholders voted on a proposal to elect seven directors to the Company’s board of directors, each to serve one-year terms. The results of the voting were as follows:



Nominee	Votes For	Votes Withheld	Broker Non-Votes
John Mellor	150,068,224	31,400	5,691,959
Carine S. Clark	142,693,402	7,406,222	5,691,959
Daniel Daniel	142,735,851	7,363,773	5,691,959
Joy Driscoll Durling	142,570,641	7,528,983	5,691,959
Dana Evan	142,684,340	7,415,284	5,691,959
Laurence "Jay" Brown, Jr.	149,871,808	227,816	5,691,959
Jeff Kearl	141,964,308	8,135,316	5,691,959
John Pestana	149,970,392	129,232	5,691,959

Pursuant to the foregoing votes, each of the director nominees was elected to serve on the Company’s board of directors. There were no additional director nominations brought to the 2022 Annual Meeting.

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders voted on a proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2023. The results of the voting included 155,768,837 votes for, 15,453 votes against, 7,293 votes abstained and no broker non-votes. The appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2023 was ratified.

Proposal 3. Advisory Vote on Compensation of Named Executive Officers (“Say-On-Pay”)

The stockholders voted on a proposal for the approval, on an advisory basis, of the compensation of the Company’s named executive officers. The results of the voting included 148,386,856 votes for, 1,683,689 votes against, 29,079 votes abstained and 5,691,959 broker non-votes. The compensation of the Company’s named executive officers was [approved], on an advisory basis.

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.

DOMO, INC.

Date: June 3, 2022

By:

/s/ Bruce Felt

Bruce Felt

Chief Financial Officer