Current Report Filing (8-k)
May 22 2019 - 4:07PM
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 20, 2019
Twitter, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36164
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20-8913779
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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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1355 Market Street, Suite 900
San Francisco, California 94103
(Address of principal executive offices, including zip code)
(415)
222-9670
(Registrants 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 (see General Instruction A.2. below):
☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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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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Common Stock, par value $0.000005 per share
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TWTR
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New York Stock Exchange
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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 5.07 Submission of Matters to a Vote of Security Holders
On May 20, 2019, Twitter, Inc. (the Company) held its annual meeting of stockholders (the Meeting). Present at the Meeting in
person or by proxy were holders of 665,838,658 shares of common stock of the Company, representing 86.7% of the voting power of the shares of common stock of the Company as of the close of business on March 27, 2019, the record date for the
Meeting, and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following items at the Meeting:
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1.
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To elect three Class III directors to serve until the 2022 annual meeting of stockholders and until their
successors are duly elected and qualified;
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2.
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To approve, on an advisory basis, the compensation of the Companys named executive officers;
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3.
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To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public
accounting firm for the Companys fiscal year ending December 31, 2019;
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4.
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To consider a stockholder proposal regarding a report on the Companys content enforcement policies; and
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5.
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To consider a stockholder proposal regarding board qualifications.
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A stockholder proposal that was included in the proxy statement as Proposal No. 4 for the Meeting requesting that the Board undertake steps to eliminate
super-majority vote requirements in the Companys certificate of incorporation and bylaws, was not presented at the Meeting and as a result there was no voting on that proposal.
1. Election of Directors
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Nominee
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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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Jack Dorsey
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500,962,233
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7,714,950
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255,888
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156,905,587
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Patrick Pichette
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505,559,021
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3,010,032
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364,018
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156,905,587
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Robert Zoellick
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488,529,799
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20,012,132
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391,140
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156,905,587
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Based on the votes set forth above, each director nominee was duly elected to serve until the 2022 annual meeting of
stockholders and until his or her successor is duly elected and qualified.
2. Advisory Vote on 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-Votes
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494,742,588
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13,632,317
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558,166
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156,905,587
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Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation of the Companys
named executive officers.
3. Ratification of Appointment of Independent Registered Public Accounting Firm
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For
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Against
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Abstain
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650,118,124
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13,994,369
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1,726,165
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There were no broker
non-votes
on this proposal.
Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31, 2019.
4. Stockholder Proposal Regarding a Report on the Companys Content Enforcement Policies
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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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190,570,031
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292,739,706
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25,623,334
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156,905,587
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Based on the votes set forth above, the stockholders did not approve the stockholder proposal regarding a report on the
Companys content enforcement policies.
5. Stockholder Proposal Regarding Board Qualifications
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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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10,854,897
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493,106,368
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4,971,806
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156,905,587
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Based on the votes set forth above, the stockholders did not approve the stockholder proposal regarding board qualifications.
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.
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TWITTER, INC.
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By:
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/s/ Vijaya Gadde
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Vijaya Gadde
Chief Legal Officer &
Secretary
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Date: May 22, 2019
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