UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||||
Washington, D.C. 20549 | ||||
FORM 8-K | ||||
CURRENT REPORT | ||||
Pursuant to Section 13 or 15(d) of | ||||
Date of Report (date of earliest event reported) | ||||
Quotient Technology Inc. | ||||
(Exact name of Registrant as specified in its charter) | ||||
Delaware | 001-36331 | 77-0485123 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| 400 Logue Avenue |
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(Address of principal executive offices) | ||||
| (650) 605-4600 |
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(Registrant’s telephone number, including area code) | ||||
Not Applicable | ||||
(Former name or former address, if changed since last report) | ||||
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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):
☐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, $0.00001 par value per share | QUOT | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 June 3, 2020, Quotient Technology Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 15, 2020, the record date for the Annual Meeting, 89,878,983 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 82,759,709, or approximately 92% of the outstanding common shares entitled to vote, were represented in person or by proxy and, therefore, a quorum was present:
| 1. | To elect our Board of Directors’ two nominees for Class III directors to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal; |
| 2. | To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement in accordance with Securities and Exchange Commission (“SEC”) rules; |
| 3. | To ratify the selection by the Audit Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020. |
For more information about the foregoing proposals, see the Company’s definitive proxy statement filed with the Securities and Exchange April 22, 2020.
The results of the voting at the Annual Meeting are as follows:
1. Election of two Class III Directors
Nominee | Votes For | Votes Withheld | Broker Non-votes |
Andrew Gessow | 59,504,773 | 10,356,215 | 12,898,721 |
David Oppenheimer | 63,307,967 | 6,553,021 | 12,898,721 |
Each director nominee was duly elected to serve until the 2023 annual meeting of stockholders and until his successor is duly elected and qualified, subject to earlier resignation or removal.
2. Advisory Vote on Executive Compensation
Votes For | Votes Against | Abstentions | Broker Non-votes |
37,132,479 | 32,722,553 | 5,956 | 12,898,721 |
Stockholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement in accordance with SEC rules.
| 3. | Ratification of Selection of Independent Registered Public Accounting Firm |
Votes For | Votes Against | Abstentions | Broker Non-votes |
82,617,738 | 132,694 | 9,277 | 0 |
The stockholders ratified the selection by the Audit Committee of our Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
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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.
Quotient Technology Inc.
By: /s/ Connie Chen
| Connie Chen |
| General Counsel, Compliance Officer and Secretary |
Date: June 8, 2020