Current Report Filing (8-k)
August 30 2019 - 4:31PM
Edgar (US Regulatory)
0001701040
false
0001701040
2019-08-27
2019-08-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 28, 2019
CISION LTD.
(Exact Name of Registrant as Specified in
Charter)
Cayman Islands
(State or Other Jurisdiction
of Incorporation)
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000-38140
(Commission
File Number)
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N/A
(IRS Employer
Identification No.)
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130 East Randolph Street, 7th Floor
Chicago, Illinois
(Address of Principal Executive Offices)
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60601
(Zip Code)
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Registrant’s telephone number, including
area code: (866) 639-5087
N/A
(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:
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¨
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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 240.13c-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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Ordinary shares, par value $0.0001 per share
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CISN
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New York Stock Exchange
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described under Item 5.07 below, the Cision Ltd. 2017 Omnibus
Incentive Plan, as amended and restated effective July 24, 2019 (the “Plan”), was approved by the shareholders of Cision
Ltd. (the “Company”) on August 28, 2019. The amendments to the Plan increased the number of ordinary shares authorized
for issuance under the Plan from 6,100,000 to 9,100,000. A copy of the Plan is attached hereto as exhibit 10.1 and incorporated
by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 28, 2019, the Company held its 2019 Annual General
Meeting of Shareholders. Holders representing 125,264,024 ordinary shares of a total of 148,384,467 ordinary shares outstanding
as of the record date were present at the meeting in person or by proxy. Votes were cast as follows:
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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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1.
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Election of Class II Directors
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Kevin Akeroyd
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122,995,844
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1,966,800
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114,350
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187,030
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Susan Vobejda
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124,782,074
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178,483
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116,437
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187,030
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Stuart J. Yarbrough
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124,363,034
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597,523
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116,437
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187,030
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2.
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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2019.
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124,551,231
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80,249
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632,544
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—
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3.
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To approve, on an advisory basis, the compensation of the Company’s named executive officers for the year ending December 31, 2018.
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123,858,400
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1,101,164
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117,430
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187,030
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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-Votes
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4.
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To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.
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123,744,875
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1,000
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1,222,030
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109,089
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187,030
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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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5.
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To approve the Cision Ltd. 2017 Omnibus Incentive Plan (as amended and restated effective July 24, 2019).
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123,642,003
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1,316,735
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118,256
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187,030
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6.
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To approve the Cision Ltd. 2018 Employee Stock Purchase Plan.
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124,948,951
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117,774
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10,269
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187,030
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Consistent with the recommendation of the Board and the vote
of shareholders, the Company will hold future advisory votes on named executive officer compensation on an annual basis.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
Dated: August 30, 2019
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CISION LTD.
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By:
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/s/ Jack Pearlstein
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Name: Jack Pearlstein
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Title: Chief Financial Officer
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