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 8, 2017
Etsy, Inc.
(Exact name of registrant as specified in its charter)
_____________________________________
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| | | | |
| Delaware | | 001-36911 | | 20-4898921 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
117 Adams Street
Brooklyn, New York 11201
(Address of principal executive offices, including zip code)
(718) 880-3660
(Registrant's telephone number, including area code)
_____________________________________
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))
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 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders
Etsy, Inc. (“Etsy”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on June 8, 2017. Stockholders voted on the proposals set forth below.
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| 1. | Proposal 1 - Election of Directors |
Each of the Class II director nominees to the Board of Directors was elected to serve until Etsy's 2020 Annual Meeting of Stockholders and until his or her successor has been elected and qualified. The votes cast were as follows: |
| | | | | | |
| | | | | | | |
| Director Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| M. Michele Burns | | 65,552,591 | | 12,444,087 | | 23,083,765 |
| Josh Silverman | | 75,561,085 | | 2,435,593 | | 23,083,765 |
| Fred Wilson | | 68,549,669 | | 9,447,009 | | 23,083,765 |
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| 2. | Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm |
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as Etsy’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The votes cast were as follows:
|
| | | | |
| Votes For | | Votes Against | | Abstentions |
| 100,710,710 | | 218,497 | | 151,236 |
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| 3. | Proposal 3 - Advisory Vote on Executive Compensation |
Stockholders approved, on an advisory basis, the compensation of Etsy's named executive officers, as disclosed in Etsy's Proxy Statement for the Annual Meeting. The votes cast were as follows:
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| | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 75,255,427 | | 2,670,842 | | 70,409 | | 23,083,765 |
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| 4. | Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation |
Stockholders recommended, on an advisory basis, every 1 Year as the frequency of future advisory votes on named executive officer compensation. The votes cast were as follows:
|
| | | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstentions | | Broker Non-Votes |
| 73,420,472 | | 27,219 | | 4,525,713 |
| | 23,274 | | 23,083,765 |
Based on these voting results, and the Board's recommendation that was included in the Proxy Statement for the Annual Meeting, Etsy has determined to hold a stockholder advisory vote on named executive officer compensation every year until the next required vote on the frequency of advisory votes on named executive officer compensation.
SIGNATURES
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.
ETSY, INC.
By: /s/ Jill Simeone_______
Jill Simeone
General Counsel & Secretary
Date: June 13, 2017
