ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2021, Quotient Technology Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 13, 2021, the record date for the Annual Meeting, 93,359,430 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 79,134,875, or approximately 85% of the outstanding common shares entitled to vote, were represented in person or by proxy and, therefore, a quorum was present:
1.To elect our Board of Directors’ two nominees for Class I directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal;
2.To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement in accordance with Securities and Exchange Commission (“SEC”) rules;
3.To ratify the selection by the Audit Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the Company’s fiscal year ending December 31, 2021.
For more information about the foregoing proposals, see the Company’s definitive proxy statement filed with the Securities and Exchange April 22, 2021.
The results of the voting at the Annual Meeting are as follows:
1. Election of two Class I Directors
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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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Steve Horowitz
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62,903,523
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5,577,428
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10,653,924
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Christy Wyatt
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55,220,822
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13,260,129
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10,653,924
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Each director nominee was duly elected to serve until the 2024 annual meeting of stockholders and until his successor is duly elected and qualified, subject to earlier resignation or removal.
2. Advisory Vote on Executive Compensation
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Votes For
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Votes Against
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Abstentions
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Broker Non-votes
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65,594,237
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2,628,256
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258,458
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10,653,924
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Stockholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement in accordance with SEC rules.
3. Ratification of Selection of Independent Registered Public Accounting Firm
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Votes For
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Votes Against
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Abstentions
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Broker Non-votes
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78,863,526
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265,020
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6,329
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0
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The stockholders ratified the selection by the Audit Committee of our Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.