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 3, 2020
ALARM.COM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37461 | | 26-4247032 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 8281 Greensboro Drive Suite 100TysonsVirginia | | 22102 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (877) 389-4033
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 | | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | | ALRM | | The Nasdaq Stock Market LLC |
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 ¨
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 3.03 Material Modification to Rights of Security Holders.
At the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Alarm.com Holdings, Inc. (the “Company”), and as further described in Item 5.07 below, upon the recommendation of the Board of Directors, the Company’s stockholders voted on and approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to eliminate supermajority voting requirements for (i) amendments to the Company's Charter and (ii) stockholder amendments to the Company's Bylaws (“Proposal 5”).
In connection with Proposal 5, the Board of Directors approved conforming amendments to the Company’s Amended and Restated Bylaws (“Bylaws”) contingent upon stockholder approval and implementation of Proposal 5.
This description is a summary of the amendments to the Charter and Bylaws and is qualified in its entirety by reference to Proposal 5 in the definitive proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on April 23, 2020 (the “Proxy Statement”) and the full text of the redlined Charter filed as Appendix A to the Proxy Statement and the redlined Bylaws filed as Appendix B to the Proxy Statement.
The amendments to the Company’s Charter became effective on June 9, 2020 upon filing of a certificate of amendment with the Secretary of State of Delaware. The amendments to the Company’s Bylaws also became effective at that time.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2020, the Company held its Annual Meeting, at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following five proposals: (1) to elect two nominees for director to hold office until the Company’s 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”), (2) to ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020 (“Proposal 2”), (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement (“Proposal 3”), (4) to consider, if properly presented at the Annual Meeting, a non-binding stockholder proposal requesting the Company’s Board of Directors to take each step necessary to amend the Company's Charter and Bylaws to reorganize the Board of Directors into one class, with each director subject to election each year for a one-year term (“Proposal 4”) and (5) to amend the Company's Charter to eliminate supermajority voting requirements for (i) amendments to the Company's Charter and (ii) stockholder amendments to the Company's Bylaws. The final results of the voting on each proposal are set forth below.
Proposal 1 – Election of Directors
The Company’s stockholders elected the two persons listed below as directors, each to serve until the Company’s 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
| Nominee | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| Timothy McAdam | | | 33,083,963 | | | | 9,226,942 | | | | 77,682 | | | | 3,116,344 | |
| Simone Wu | | | 41,485,639 | | | | 825,010 | | | | 77,938 | | | | 3,116,344 | |
Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2020
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| For | | | Against | | | Abstain | |
| | 45,177,545 | | | | 269,349 | | | | 58,037 | |
There were no broker non-votes with respect to Proposal 2.
Proposal 3 – Advisory Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes cast were as follows:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 41,026,437 | | | | 1,317,525 | | | | 44,624 | | | | 3,116,345 | |
Proposal 4 – Stockholder Proposal to Elect Each Director Annually
The stockholder proposal requesting the Company’s Board of Directors to take each step necessary to amend the Company's Charter and Bylaws to reorganize the Board of Directors into one class, with each director subject to election each year for a one-year term was approved by the Company’s stockholders on a non-binding basis. This proposal is only a request that the Company’s Board of Directors take the necessary steps to obtain the necessary stockholder approval for such an amendment to the Company’s Charter and Bylaws and is not an approved amendment to the Company’s Charter and Bylaws at this time. The votes cast were as follows:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 26,242,415 | | | | 16,093,894 | | | | 52,277 | | | | 3,116,345 | |
Proposal 5 – Amendment of the Company’s Charter to Eliminate Supermajority Voting Requirements
The Company’s stockholders approved and adopted the amendment to the Company's Charter to eliminate supermajority voting requirements for (i) amendments to the Company's Charter and (ii) stockholder amendments to the Company's Bylaws. The votes cast were as follows:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 33,670,426 | | | | 8,701,162 | | | | 16,999 | | | | 3,116,344 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following Exhibits are filed as part of this Current Report on Form 8-K.
SIGNATURE
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.
| | | Alarm.com Holdings, Inc. |
| | | |
| Date: | June 9, 2020 | |
| | | By: | /s/ Steve Valenzuela |
| | | | Steve Valenzuela |
| | | | Chief Financial Officer |
