| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Pursuant to the bylaws of ServiceSource International, Inc. (the “Company”), each director nominee standing for reelection must submit a conditional resignation of his or her directorship, which resignation becomes effective only if (1) such director nominee fails to receive the support of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the election of directors and (2) the Company’s board of directors (the “Board”) accepts such resignation.
As described in Item 5.07 to this Current Report on Form8-K, Bruce W. Dunlevie and Thomas F. Mendoza did not receive sufficient votes in favor of their reelection at the Company’s 2019 annual meeting of stockholders held on May 14, 2019 (the “Annual Meeting”).
In accordance with the Company’s bylaws, the Board considered the circumstances accompanying failure of Messrs. Dunlevie and Mendoza to receive the required vote for reelection.
On May 17, 2019, on the recommendation of the Nominating and Corporate Governance Committee, the Board determined not to accept the resignation of Mr. Dunlevie. The Board believed that this determination was appropriate in light of (a) Mr. Dunlevie’s tenure on the Board and the perspective on the Company, its history and its business that this experience provides Mr. Dunlevie; (b) his role as General Partner of Benchmark Capital, one of the Company’s largest stockholders; (c) his knowledge of the Company’s business and market; (d) his role as Lead Independent Director; and (e) his extensive connections within the tech industry.
On May 17, 2019, on the recommendation of the Nominating and Corporate Governance Committee, the Board determined not to accept the resignation of Mr. Mendoza. The Board believed that this determination was appropriate in light of (a) Mr. Mendoza’s tenure on the Board and the perspective on the Company, its history and its business that this experience provides Mr. Mendoza; (b) his executive leadership role and extensive connections within the tech industry; (c) his knowledge of the Company’s business and market; and (d) his ability to bring his experience in sales and sales strategy to benefit the Company’s sales team.
In accordance with the Company’s bylaws, the Board also adopted a resolution to set the number of directors on the Board at seven.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, 85,385,289 of the 93,038,726 shares of common stock outstanding as of March 19, 2019, the record date, were represented at the meeting in person or by proxy, constituting 91.77% of the outstanding shares entitled to vote and a valid quorum. The stockholders of the Company voted on the following proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2019:
| | 1. | The election of the seven nominees for director to serve until the Company’s 2020 annual meeting of stockholders and until their successors are duly elected and qualified; |
| | 2. | To authorize the Board, in its discretion, to amend the Company’s amended and restated certificate of incorporation to effect a reverse stock split of its common stock in a ratio of not less thanone-for-four and not more thanone-for-six, to be determined by the Board; |
| | 3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers; and |
| | 4. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2019. |
The voting results for each of these proposals are detailed below.
1. Election of Directors
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | Broker Non-votes |
Robert G. Ashe | | 56,379,221 | | 13,400,203 | | 535,943 | | 15,069,922 |
Bruce W. Dunlevie | | 32,176,515 | | 37,603,679 | | 535,173 | | 15,069,922 |
John R. Ferron | | 61,133,776 | | 8,663,032 | | 548,559 | | 15,069,922 |
Thomas F. Mendoza | | 27,753,151 | | 42,026,273 | | 535,943 | | 15,069,922 |
Gary B. Moore | | 60,447,305 | | 9,339,955 | | 528,107 | | 15,069,922 |
Madhu Ranganathan | | 60,847,573 | | 8,939,687 | | 528,107 | | 15,069,922 |
Richard G. Walker | | 51,715,214 | | 17,988,046 | | 612,107 | | 15,069,922 |
Except for Messrs. Dunlevie and Mendoza, each director nominee was duly elected to serve until the Company’s 2020 annual meeting of stockholders and until their successors are duly elected and qualified.
