| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the 2019 annual meeting of stockholders of Benefitfocus, Inc. (the “Company”), stockholders approved the Benefitfocus, Inc. Second Amended and Restated 2012 Stock Plan (the “Plan”). The Plan (i) increases the total number of shares of common stock reserved for issuance under the Plan to 11,229,525 shares; (ii) adds provisions which require that all equity awards granted under the Plan will vest at least twelve months from the applicable grant date, subject to accelerated vesting; (iii) adds provisions which provide that no dividend or dividend equivalent will be paid on any unvested equity award, although dividends with respect to unvested portions of equity awards may accrue and be paid when and if the awards later vest and shares are actually issued to the grantee; (iv) eliminates or amends certain provisions to reflect changes in Section 162(m) of the Internal Revenue Code; and (v) makes other administrative changes. The Company’s board of directors approved the Plan on April 15, 2019, subject to stockholder approval.
You can find a summary of the principal features of the Plan in the definitive proxy statement for the Company’s 2019 annual meeting of stockholders, filed with the SEC on April 19, 2019 (the “Proxy Statement”), under the heading “Proposal Two – Approval of the Benefitfocus, Inc. Second Amended and Restated Stock Plan”. The summary of the Plan contained in the proxy statement is qualified in its entirety by the full text of the Plan, filed as Exhibit 10.4.1 to this Current Report on Form8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2019 annual meeting of stockholders on May 31, 2019. At the meeting, stockholders elected three Class III directors to the Company’s board of directors for a three-year term expiring in 2022, or until his or her successor is duly elected and qualified, based on the following votes:
| | | | | | |
| Members | | For | | Withheld | | Broker Non-Votes |
| | | | | | |
Douglas A. Dennerline | | 24,186,483 | | 764,303 | | 2,421,043 |
Francis J. Pelzer V | | 24,506,126 | | 444,660 | | 2,421,043 |
Ana M. White | | 24,517,119 | | 433,667 | | 2,421,043 |
At the meeting, stockholders also approved the Plan. The vote for this proposal was 18,226,180 shares for, 6,682,371 shares against, 42,235 shares abstaining, and 2,421,043 brokernon-votes.
Company stockholders also voted on anon-binding resolution approving, on an advisory basis, the Company’s 2018 named executive officer compensation as disclosed in the Proxy Statement. The vote on the resolution was approved with 24,599,206 shares for, 288,635 shares against, 62,945 shares abstaining, and 2,421,043 brokernon-votes.
Anon-binding, advisory stockholder vote was also held regarding the frequency of future stockholder advisory votes on the Company’s named executive officer compensation. The vote on this matter was 21,812,649 shares in favor of holding such vote once every year, 3,592 shares in favor of holding such vote once every two years, 3,106,416 shares in favor of holding such vote once every three years, 28,129 shares abstaining and 2,421,043 brokernon-votes. Consistent with its recommendation to the stockholders and in light of the voting results, the Company has decided to include the advisory stockholder vote on the Company’s named executive officer compensation in its proxy materials every year until such time as the stockholders approve or the Board determines a different frequency.
