UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K/A
Amendment No. 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 27, 2017 (April 27, 2017)
BroadSoft, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34777 | | 52-2130962 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
9737 Washingtonian Boulevard, Suite 350
Gaithersburg, Maryland 20878
(Address of principal executive offices)
(301) 977-9440
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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. ☐
EXPLANATORY NOTE
This Current Report on Form8-K/A (the “Amendment”) amends the Current Report on Form8-K dated April 27, 2017 filed by BroadSoft, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on May 3, 2017 (the “Original Form8-K”). The Original Form8-K reported the final voting results of the Company’s 2017 Annual Meeting of Stockholders held on April 27, 2017 (the “2017 Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers (“say on pay”). No other changes have been made to the Original Form8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As reported in the Original Form8-K, at the 2017 Annual Meeting, a majority of the Company’s stockholders that voted on the matter indicated a preference to hold, on anon-binding, advisory basis, the Company’s future say on pay advisory vote on an annual basis. In accordance with the original recommendation of the Company’s Board of Directors (the “Board”), as set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 17, 2017, and consistent with the stockholder voting results, on July 27, 2017, the Board determined that the say on pay vote will be conducted annually, until the next stockholder vote on say on pay frequency, which vote will occur no later than the Company’s 2023 annual meeting of stockholders.
SIGNATURE
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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| | | | BROADSOFT, INC. |
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| Date: August 1, 2017 | | | | By: | | /s/ Mary Ellen Seravalli |
| | | | Name: | | Mary Ellen Seravalli |
| | | | Title: | | Chief Legal Officer |
