Current Report Filing (8-k)
May 18 2018 - 4:08PM
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)
May 17, 2018
MINDBODY,
Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37453
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20-1898451
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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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4051 Broad Street, Suite 220
San Luis Obispo, California 93401
(Address of principal executive offices)(Zip Code)
Registrants telephone number, including area code: (877)
755-4279
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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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).
☐
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Emerging growth company
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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 May 17, 2018, MINDBODY, Inc. (the Company) held its annual meeting of stockholders (the Annual Meeting).
Present at the Annual Meeting, in person or by proxy, were holders of 40,620,875 shares of Class A common stock, representing 40,620,875 votes of Class A common stock, and holders of 2,853,917 shares of Class B common stock,
representing 28,539,170 votes of Class B common stock, together representing a total of 69,160,045 votes, or more than 85% of the eligible votes, and constituting a quorum.
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.
The
matters voted on at the Annual Meeting and the voting results with respect to each such matter are set forth below.
1.
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Election of Class
III Directors
. Each of the following nominees was elected to serve as a Class III director, to hold office until the Companys 2021 annual meeting of stockholders
and until his or her successor is duly elected and qualified. The vote for each director nominee is set forth in the table below:
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Nominees
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For
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Withhold
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Broker
Non-Votes
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Richard Stollmeyer
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58,201,882
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6,994,785
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3,963,378
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Katherine Blair Christie
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58,133,283
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7,063,384
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3,963,378
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Graham Smith
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57,275,977
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7,920,690
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3,963,378
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2.
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Ratification of Appointment of Independent Registered Public Accounting Firm
. The appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal
year ending December 31, 2018 was ratified by the stockholders based on the following results of voting:
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For
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Against
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Abstain
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Broker
Non-
Votes
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69,044,140
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90,774
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25,131
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0
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3.
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Advisory Vote to Approve Named Executive Officer Compensation
. On an advisory basis, the compensation of the Companys named executive officers as set forth in the proxy statement was approved by the
stockholders based on the following results of voting:
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For
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Against
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Abstain
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Broker
Non-
Votes
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61,386,389
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3,749,112
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61,166
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3,963,378
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4.
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Advisory Vote on the Frequency of Future Advisory Stockholder Votes to Approve Named Executive Officer Compensation
. On an advisory basis, the stockholders indicated their preference that future advisory
stockholder votes to approve the compensation of the Companys named executive officers as disclosed in the proxy statement occur every year based on the following results of voting:
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One Year
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Two Years
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Three Years
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Abstain
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Broker
Non-
Votes
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65,065,329
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6,386
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18,854
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106,098
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3,963,378
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In accordance with the voting results for this proposal, the board of directors of the Company has determined
that the Company will hold future advisory stockholder votes on the compensation of the Companys named executive officers every year until the next required vote on the frequency of such an advisory vote.
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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MINDBODY, INC.
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By:
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/s/ Kimberly G. Lytikainen
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Kimberly G. Lytikainen
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Chief Legal Officer and Secretary
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Date: May 18, 2018
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