Current Report Filing (8-k)
May 06 2022 - 4:12PM
Edgar (US Regulatory)
0001679826
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0001679826
2022-05-03
2022-05-03
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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 3, 2022
PING
IDENTITY HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware |
001-39056 |
81-2933383 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
1001
17th Street, Suite
100, Denver,
CO |
|
80202 |
(Address of principal executive offices) |
|
(Zip Code) |
(303)-468-2900
(Registrant’s telephone number, including area code)
Not Applicable
(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:
¨ |
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 Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange on which
registered |
Common Stock, $0.001 par value |
PING |
The 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers |
On
May 3, 2022, the Board of Directors (the “Board”) of Ping Identity Holding Corp. (the
Company”) increased the size of the Board from ten to eleven directors and appointed Anil Arora and Vikram Verma as members
of the Board. Messrs. Arora and Verma will serve as Class III directors until the Company’s 2025 Annual Meeting of Shareholders
and until such time as their successors are duly elected and qualified, or until their earlier death,
resignation or removal. Messrs. Arora and Verma were also appointed
to serve on the Compensation and Nominating Committee of the Board.
In connection with Messrs.
Arora’s and Verma’s appointments, the Company will enter into its standard form of indemnification agreement with Messrs.
Arora and Verma, the form of which was filed as Exhibit 10.8 to the Company’s Registration Statement filed with the Securities and
Exchange Commission (the “SEC”) on Form S-1 on August 23, 2019.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 3, 2022, the Company
held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described
in the Company’s 2022 Proxy Statement and the related amendment filed with the SEC on March 21, 2022 and April 20, 2022, respectively.
The final voting results for each of the proposals submitted to a vote of the shareholders are set forth below:
1. Election
of Class III Directors:
Name | |
For | |
Withheld | |
Broker Non-Votes |
John McCormack | |
55,607,293 | |
6,350,207 | |
7,490,428 |
Yancey Spruill | |
59,553,362 | |
2,404,138 | |
7,490,428 |
2. The
ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending
December 31, 2022:
For | |
Against | |
Abstain | |
Broker Non-Votes |
69,352,298 | |
38,141 | |
57,489 | |
N/A |
3. The
approval, by an advisory vote, of the Company’s executive compensation (i.e., “say on pay proposal”):
For | |
Against | |
Abstain | |
Broker Non-Votes |
52,602,055 | |
5,950,107 | |
3,405,338 | |
7,490,428 |
4. The
approval of the Company’s 2022 Employee Stock Purchase Plan:
For | |
Against | |
Abstain | |
Broker Non-Votes |
56,110,021 | |
5,699,393 | |
148,086 | |
7,490,428 |
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.
|
PING IDENTITY HOLDING CORP. |
|
|
Date: May 6, 2022 |
By: |
/s/ Shalini Sharma |
|
Name: |
Shalini Sharma |
|
Title: |
Chief Legal Officer |
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