Current Report Filing (8-k)
June 16 2017 - 5:04PM
Edgar (US Regulatory)
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 14, 2017
Square, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37622
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80-0429876
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1455 Market Street, Suite 600
San Francisco, CA 94103
(Address of principal executive offices, including zip code)
(415) 375-3176
(Registrants 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 (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
On June 14, 2017, Square, Inc. (the Company) held its 2017 annual meeting of stockholders (the Annual Meeting). The
stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2017:
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1.
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To elect three Class II directors to serve until the Companys 2020 annual meeting of stockholders and until their successors are duly elected and qualified;
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2.
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To approve, on an advisory basis, the compensation of the Companys named executive officers; and
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3.
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To ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the Companys fiscal year ending December 31, 2017.
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Holders of the Companys Class A common stock, par value 0.0000001 per share (the Class A Common Stock), were entitled to one
vote on each proposal for each share held as of the close of business on April 20, 2017 (the Record Date), and holders of the Companys Class B common stock, par value $0.0000001 per share (the Class B Common Stock),
were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date. 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 183,069,902 shares of Class A Common Stock and 118,384,967 shares of
Class B Common Stock, together representing 81.59% of the combined voting power of all issued and outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote at the Annual Meeting, constituting a quorum.
The final voting results for each of these proposals are detailed below.
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Roelof Botha
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1,288,982,819
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24,815,379
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53,121,374
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Jim McKelvey
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1,288,983,031
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24,815,167
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53,121,374
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Ruth Simmons
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1,278,316,530
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35,481,668
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53,121,374
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Each director-nominee was duly elected as a Class II director to serve until the Companys 2020 annual
meeting of stockholders and until his or her successor is duly elected and qualified.
2.
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Advisory Vote on Compensation of Named Executive Officers
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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1,298,956,853
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14,481,512
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359,833
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53,121,374
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The stockholders advised that they were in favor of the compensation of the Companys named executive
officers.
3.
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Ratification of Appointment of Independent Registered Public Accounting Firm
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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1,365,954,984
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475,094
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489,494
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0
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The stockholders ratified the appointment of KPMG LLP as the Companys independent registered public
accounting firm for the Companys fiscal year ending December 31, 2017.
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.
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SQUARE, INC.
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By:
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/s/ Jason S. Gao
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Jason S. Gao
Assistant
Secretary
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Date: June 16, 2017
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