Vocera Communications (VCRA) 8-K Departure of Directors or Certain Officers

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): June 5, 2020

VOCERA COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-35469	94-3354663
(Commission File Number)	(IRS Employer Identification No.)

525 Race Street, San Jose, CA

(Address of principal executive offices)

95126

(Zip Code)

(408) 882-5100

(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, $0.0003 par value	VCRA	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 (§240.12-b-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.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On June 5, 2020, Vocera Communications, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) at which the Company’s stockholders (i) elected the three Class II directors identified in the table below, each to serve until the third annual meeting of stockholders following the 2020 Annual Meeting and until a successor has been elected and qualified, subject to earlier resignation or removal, and (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The Company’s stockholders did not adopt a non-binding advisory vote to approve the compensation of the Company’s named executive officers (“Say-on-Pay”). The Company withdrew from its agenda the proposal to adopt a new 2020 Equity Incentive Plan and did not seek stockholder approval of it at the Annual Meeting.

Set forth below are the final voting tallies for the Company’s 2020 Annual Meeting:

Proposal: Election of Directors	For	Against	Withheld	Broker Non-Vote
Julie Iskow	26,176,275	262,647	22,153	1,843,187
Howard E. Janzen	26,004,657	432,108	24,310	1,843,187
Alexa King	25,493,258	945,798	22,019	1,843,187
Proposal:	For	Against	Abstain	Broker Non-Vote
Ratification of independent auditor	28,276,874	2,479	24,909	—
Proposal:	For	Against	Abstain	Broker Non-Vote
Say-on-Pay	13,051,339	13,343,907	65,829	1,843,187

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VOCERA COMMUNICATIONS, INC.
June 9, 2020	By:	/s/ Justin R. Spencer
		Justin R. Spencer
		Executive Vice President and Chief Financial Officer