Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the 2022 annual meeting of stockholders of Benefitfocus, Inc. (the “Company”), stockholders approved the Benefitfocus, Inc. Third Amended and Restated 2012 Stock Plan (the “Plan”). The Plan increases the total number of shares of common stock reserved for issuance under the Plan to 15,929,525 shares. The Company’s board of directors approved the Plan on May 2, 2022, subject to stockholder approval.
You can find a summary of the principal features of the Plan in the definitive proxy statement for the Company’s 2022 annual meeting of stockholders, filed with the Securities and Exchange Commission on May 9, 2022 (the “Proxy Statement”), under the heading “Proposal No. 2 – Approval of the Benefitfocus, Inc. Third Amended and Restated 2012 Stock Plan”. The summary of the Plan contained in the Proxy Statement is qualified in its entirety by the full text of the Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The Company held its 2022 annual meeting on June 9, 2022 (the “Annual Meeting”). The following proposals were voted upon and the final voting results with respect to each such proposal are set forth below.
At the 2022 Annual Meeting, stockholders elected four Class II Common Stock directors, for a one-year term expiring in 2023, or until his or her successor is duly elected and qualified, based on the following votes:
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Class II Common Stock Directors |
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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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Douglas A. Dennerline |
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29,917,106 |
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987,391 |
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43,458 |
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2,548,236 |
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Alexander Lerner |
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30,854,073 |
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79,644 |
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14,238 |
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2,548,236 |
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John J. Park |
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30,098,122 |
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835,595 |
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14,238 |
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2,548,236 |
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Coretha M. Rushing |
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29,999,128 |
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932,157 |
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16,670 |
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2,548,236 |
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Additionally, the holders of all of the Company’s 1,777,778 shares of Series A Convertible Preferred Stock (entitled to an aggregate of 5,333,334 votes) elected one Preferred Stock director, Zeynep Young, for a one-year term expiring in 2023, or until her successor is duly elected and qualified, with no shares voting against and no abstentions or broker non-votes.
Stockholders also approved the Benefitfocus, Inc. Third Amended and Restated 2012 Stock Plan, as described in Item 5.02 above. The vote for this proposal was 27,217,670 shares for, 3,395,677 shares against, 334,608 shares abstaining, and 2,548,236 broker non-votes.
Stockholders also voted on a nonbinding resolution approving, on an advisory basis, the Company’s 2021 named executive officer compensation as disclosed in the Proxy Statement. The vote on the resolution was approved with 29,516,707 shares for, 1,421,226 shares against, 10,022 shares abstaining, and 2,548,236 broker non-votes.