Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 13, 2022

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CHANNELADVISOR CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware

001-35940

56-2257867

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3025 Carrington Mill Boulevard

Morrisville, NC 27560

(Address of principal executive offices, including zip code)

(919) 228-4700

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	ECOM	New York Stock Exchange

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

The Company held its Annual Meeting of Stockholders on May 13, 2022. The stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2022.

Proposal No. 1: Election of three nominees to serve as directors. The votes were cast as follows:


Name	Votes For	Votes Withheld
Linda M. Crawford	25,280,244	671,068
David J. Spitz	25,271,224	680,088
Timothy V. Williams	24,350,591	1,600,721

Broker Non-Votes: 2,288,935

All nominees were elected.

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2022. The votes were cast as follows:


	Votes For	Votes Against	Abstained
Ratification of appointment of Ernst & Young	27,944,201	291,606	4,440

Proposal No. 2 was approved.

Proposal No. 3: Advisory (nonbinding) vote to approve compensation of the Company's named executive officers. The votes were cast as follows:


	Votes For	Votes Against	Abstained
Approval of Named Executive Officer Compensation	25,326,732	612,361	12,219

Broker Non-Votes: 2,288,935

Proposal No. 3 was approved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number			Exhibit Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).*

* Submitted electronically with this Report in accordance with the provisions of Regulation S-T

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.