| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated 2009 Stock Incentive Plan
On November 15, 2018, Bottomline Technologies (de), Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2009 Stock Incentive Plan (the “2009 Plan”) to increase the number of shares of common stock authorized for issuance under the 2009 Plan from 12,750,000 to 14,950,000, which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval.
A description of the material terms and conditions of the 2009 Plan, as amended, is set forth under the heading “PROPOSAL 3—APPROVAL OF AMENDMENT TO 2009 STOCK INCENTIVE PLAN” in the Company’s definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on October 15, 2018, which description is attached hereto as Exhibit 99.1 and incorporated herein by reference. The description of the 2009 Plan, as amended, incorporated herein by reference is qualified in its entirety by reference to the complete text of the 2009 Plan, as amended, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
2018 Israeli Special Stock Incentive Plan
On November 15, 2018, at the 2018 Annual Meeting of Stockholders of the Company, stockholders approved the Company’s 2018 Israeli Special Stock Incentive Plan (the “Israeli Plan”). Up to 200,000 shares of Common Stock (subject to adjustment in the event of stock splits and other similar events) may be issued pursuant to awards granted under the Israeli Plan.
A description of the material terms and conditions of the Israeli Plan is set forth under the heading “PROPOSAL 4—APPROVAL OF THE 2018 ISRAELI SPECIAL PURPOSE STOCK INCENTIVE PLAN” in the Company’s definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on October 15, 2018, which description is attached hereto as Exhibit 99.3 and incorporated herein by reference. The description is only a summary and does not contain all of the terms and conditions of the Israeli Plan, and is qualified in its entirety by reference to the full text of the Israeli Plan, which is filed with this report as Exhibit 99.4.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, each of the five proposals put forth by the Company was approved by stockholders. The specific proposals, and the respective voting results, are noted below.
On the specific proposals:
1. Stockholders voted tore-elect Peter Gibson and Joseph L. Mullen as Class II Directors, each to serve until the 2021 Annual Meeting of Stockholders.
2. Stockholders approved the Company’s executive compensation in anon-binding advisory vote commonly referred to as“say-on-pay”.
3. Stockholders voted to approve an amendment to the 2009 Plan to increase the number of shares of common stock authorized for issuance under the Plan from 12,750,000 to 14,950,000 shares.
4. Stockholders voted to approve the Israeli Plan and authorized issuance of 200,000 shares of our common stock thereunder.
5. Stockholders ratified the selection of Ernst & Young LLP as the Company’s registered public accounting firm for the fiscal year ending June 30, 2019.
