Current Report Filing (8-k)
May 22 2018 - 4:12PM
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 16, 2018
ServiceSource International, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-35108
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81-0578975
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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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717 17th St., 5th Floor
Denver, CO 80202
(Address
of principal executive offices, including zip code)
(720) 889-8500
(Registrants telephone number, including area code)
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:
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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).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in a proxy statement filed with the Securities and Exchange
Commission on April 4, 2018 (the Proxy Statement), the Board of Directors (Board) of ServiceSource International, Inc. (the Company) recommended to the Companys stockholders that they approve the
Declassification Amendment (as defined below) at the Companys annual meeting on May 16, 2018 in Denver, Colorado (the Annual Meeting). As described in the Proxy Statement and in Items 5.03 and 5.07 to this Current Report on
Form
8-K,
at the Annual Meeting, stockholders approved the Declassification Amendment. Following the effectiveness of the Declassification Amendment on May 22, 2018, each of Robert G. Ashe, Bruce W.
Dunlevie, Barry D. Reynolds, Christopher M. Carrington, Madhu Ranganathan, and Richard G. Walker, being the Boards Class I and Class III directors, resigned and were subsequently reappointed by and to the Board for terms expiring at
the 2019 annual meeting of stockholders (the 2019 Annual Meeting) and until his or her successor is duly elected and qualified. Each of Messrs. Ashe, Dunlevie, Reynolds, Carrington, and Walker, and Ms. Ranganathan indicated that
their resignations were made exclusively as a result of the stockholders approval of the Declassification Amendment and were not due to any disagreement with the Company or the Board regarding the Companys operations, policies or
practices.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 of this Current Report on Form
8-K,
at the Annual Meeting, the Companys stockholders
voted on and approved an amendment to the Companys Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of all directors beginning with the 2019 Annual Meeting (the Declassification
Amendment). The Declassification Amendment became effective on May 22, 2018. The foregoing description of the Declassification Amendment is qualified in its entirety by reference to the Amendment to the Companys Certificate of
Incorporation, which is filed with this Current Report on Form
8-K
as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, 84,594,131 of the 90,454,959 shares of common stock outstanding as of March 19, 2018, the record date, were represented at the
meeting in person or by proxy, constituting 93.5% of the outstanding shares entitled to vote and a valid quorum. At the Annual Meeting, the Companys stockholders: (1) elected Robert G. Ashe, Bruce W. Dunlevie, and Barry D. Reynolds to the
Board of Directors of the Company as Class I directors to serve until the 2021 annual meeting of stockholders and until their successors are duly elected and qualified; (2) approved the Declassification Amendment; (3) approved, on an
advisory basis, the Companys executive compensation for the 2017 fiscal year; (4) approved, on an advisory basis, one year as the preferred frequency of the advisory vote on the Companys executive compensation; and
(5) ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. The matters voted upon at the meeting and the vote with respect to
each such matter are set forth below.
Proposal 1 Election of Directors
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Name
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For
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Against
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Abstain
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Broker Non-Vote
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Robert G. Ashe
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70,146,431
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1,039,401
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519,866
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12,888,433
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Bruce W. Dunlevie
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69,794,246
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1,391,583
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519,869
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12,888,433
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Barry D. Reynolds
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69,823,997
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1,361,835
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519,866
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12,888,433
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Proposal 2 Approval of the Declassification Amendment
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For
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Against
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Abstain
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Broker Non-Vote
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70,185,855
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6,820
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1,513,023
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12,888,433
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Proposal 3 Approval, on an Advisory Basis, of the Compensation of the Companys Named Executive Officers
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For
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Against
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Abstain
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Broker Non-Vote
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37,285,118
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33,899,150
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521,430
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12,888,433
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Proposal 4 Approval, on an Advisory Basis, of the Frequency of the Advisory Vote on the Compensation of the
Companys Named Executive Officers
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Vote
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70,418,529
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39,069
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727,620
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520,480
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12,888,433
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After considering the results of the stockholder vote on Proposal 4, the Board determined that the Company will hold
annual advisory votes on the Companys named executive officer compensation until the next required advisory vote on the frequency of advisory votes on named executive officer compensation.
Proposal 5 Ratification of the Appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the
fiscal year ending December 31, 2018
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For
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Against
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Abstain
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Broker Non-Vote
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82,849,130
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770,985
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974,016
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0
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date:
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May 22, 2018
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SERVICESOURCE INTERNATIONAL, INC.
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By:
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/s/ Patricia Elias
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Name:
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Patricia Elias
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Title:
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Executive Vice President, General Counsel
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