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): May 15, 2019
AVAYA HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter) |
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| Delaware | | 001-38289 | | 26-1119726 |
| (State or Other Jurisdiction of | | (Commission File Number) | | (IRS Employer Identification |
| Incorporation) | | | | Number) |
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| 4655 Great America Parkway | | |
| Santa Clara, California | | 95054 |
| (Address of Principal Executive Office) | | (Zip Code) |
Registrant’s telephone number, including area code: (908) 953-6000
N/A
(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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbols(s) | Name of each exchange on which registered |
| Common Stock | AVYA | New York Stock Exchange ("NYSE") |
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
At the 2019 Annual Meeting of Stockholders of Avaya Holdings Corp. (the “Company”) held on May 15, 2019, stockholders voted on proposals to (i) elect directors to the Board of Directors (the “Board”) of the Company, (ii) approve, on an advisory basis, the Company’s named executive officer compensation (“Say-on-Pay”), (iii) approve, on an advisory basis, the frequency of holding future advisory votes to approve the Company’s named executive officer compensation (“Say-on-Pay Frequency”), and (iv) ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019.
The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company’s independent inspector of election reported the final vote of the stockholders as follows:
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Proposal No. 1 – Election of Directors: All seven directors listed below were elected to serve terms expiring at the 2020 Annual Meeting of Shareholders of the Company, or until his or her respective successor is duly elected and qualified, except in the case of a director’s earlier death, resignation, retirement, disqualification, removal or incapacity. |
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| Director Nominee | | Votes For | | Votes Withheld | | Broker Non-votes |
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| William D. Watkins | | 87,528,609 | | | 2,994,812 | | | 6,119,631 |
| James M. Chirico, Jr. | | 87,849,935 | | | 2,673,486 | | | 6,119,631 |
| Stephan Scholl | | 86,634,771 | | | 3,888,650 | | | 6,119,631 |
| Susan L. Spradley | | 87,529,872 | | | 2,993,549 | | | 6,119,631 |
| Stanley J. Sutula, III | | 87,815,139 | | | 2,708,282 | | | 6,119,631 |
| Scott D. Vogel | | 86,256,586 | | | 4,266,835 | | | 6,119,631 |
| Jacqueline E. Yeaney | | 87,863,848 | | | 2,659,573 | | | 6,119,631 |
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Proposal No. 2 – Advisory Approval of Say-on-Pay Proposal: The stockholders approved this proposal. |
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| Votes For | | Votes Against | | Abstain | | Broker Non-votes |
| 45,194,756 | | 42,616,401 | | 2,712,264 | | 6,119,631 |
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Proposal No. 3 – Advisory Approval of Say-on-Pay Frequency Proposal: The stockholders approved this proposal for a frequency of every year. |
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| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-votes |
| 88,510,511 | | 3,293 | | 326,813 | | 1,682,804 | | 6,119,631 |
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Proposal No. 4 – Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2019: The stockholders approved this proposal. |
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| Votes For | | Votes Against | | Abstain | | Broker Non-votes |
| 96,236,798 | | 383,888 | | 22,366 | | -- |
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Based on the results of the vote on the Say-on-Pay Frequency proposal, and consistent with the Board’s recommendation, the Board has determined to hold a say-on-pay vote every year until the next required advisory vote on the frequency of holding future say-on-pay votes.
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.
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| | | | AVAYA HOLDINGS CORP.
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Date: May 16, 2019 | By: | /s/ Kieran J. McGrath |
| | | Name: | Kieran J. McGrath |
| | | Title: | Senior Vice President and Chief Financial Officer |
