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): August 24, 2011
COMMVAULT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 1-33026 | | 22-3447504 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
2 Crescent Place
Oceanport, New Jersey
| | 07757 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(732) 870-4000
| |
| |
| (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a vote of Security Holders
On August 24, 2011, CommVault Systems, Inc. (the “Company”) held its fiscal 2011 Annual Meeting of Stockholders, at which the Company’s stockholders (1) elected three Class II Directors for a term to expire at the 2014 Annual Meeting of Stockholders, (2) ratified the appointment of Ernst & Young LLP as the Company’s independent public accountants for the fiscal year ending March 31, 2012, (3) voted, on an advisory basis, on executive compensation, and (4) voted on an advisory basis, on whether executive compensation should be submitted to stockholders for an advisory vote every one, two or three years. The vote on such matters was as follows:
Election of Alan G. Bunte:
| | | | | |
| For | | Withhold | | Broker Non-Vote |
| 37,125,427 | | 1,193,504 | | 2,412,153 |
Election of Frank J. Fanzilli, Jr.:
| | | | | |
| For | | Withhold | | Broker Non-Vote |
| 37,568,561 | | 750,370 | | 2,412,153 |
Election of Daniel Pulver:
| | | | | |
| For | | Withhold | | Broker Non-Vote |
| 37,071,998 | | 1,246,933 | | 2,412,153 |
| 2. | | Approve appointment of Ernst & Young LLP as independent public accountants for the fiscal year ending March 31, 2012 |
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 38,816,570 | | 1,899,901 | | 14,613 | | -0- |
| 3. | | Approve, by non-binding vote, the Company’s executive compensation |
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 37,360,039 | | 953,144 | | 5,748 | | 2,412,153 |
| 4. | | Recommend, by non-binding vote, the frequency of executive compensation votes |
| | | | | | | | | |
| One-Year | | Two Years | | Three Years | | Abstain | | Broker Non-Vote |
| 32,215,053 | | 1,234,748 | | 4,858,722 | | 10,408 | | 2,412,153 |
After taking into account the results of the stockholder advisory vote on the frequency of executive compensation votes conducted at the 2011 Annual Meeting of Stockholders, the Board of Directors decided that it shall be the Company’s policy to submit the compensation of its named executive officers to stockholders for a non-binding advisory vote annually, at least until the Company’s next Annual Meeting of Stockholders at which an advisory vote on the frequency of executive compensation votes is conducted.
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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.
COMMVAULT SYSTEMS, INC.
| | | | | | |
| | | By: | | /s/ Warren H. Mondschein | |
| | | Name: | | Warren H. Mondschein | |
| | | Title: | | Vice President, General Counsel and Secretary
Chief Compliance Officer | |
DATE: August 30, 2011
