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): October 3, 2019
MIMECAST LIMITED
(Exact name of registrant as specified in its charter)
| | | | |
Bailiwick of Jersey | | 001-37637 | | Not Applicable |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
CityPoint, One Ropemaker Street, Moorgate
London EC2Y 9AW
United Kingdom, EC2Y 9AW
(Address of principal executive offices) (Zip code)
(781) 996-5340 Registrant’s telephone number, including area code
Not Applicable
(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:
| ☐ | 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) |
Ordinary Shares, nominal value $0.012 per share | | MIME | | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 3, 2019, Mimecast Limited, a company organized under the laws of the Bailiwick of Jersey, the Channel Islands (the “Company”), held its 2019 annual general meeting (“AGM”) of shareholders. There were 61,953,197 outstanding ordinary shares entitled to vote at the AGM as of October 1, 2019, the voting record date. At the AGM, the matters on which the shareholders voted, in person or by proxy were to:
| | 1. | re-elect Aron Ain as a Class I Director of the Company; |
| | 2. | re-elect Stephen M. Ward as a Class I Director of the Company; |
| | 3. | appoint Ernst & Young LLP in the United Kingdom as independent auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the annual general meeting of the Company to be held in 2020; |
| | 4. | authorize the Board of Directors of the Company to determine the remuneration of the independent auditors; |
| | 5. | receive the Company’s accounts for the year ended March 31, 2019 together with the independent auditors’ report on those accounts; and |
| | 6. | approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement delivered to shareholders. |
The results of the voting were as follows:
Election of Directors:
| | | | | | | | |
Director | | Votes For | | Votes Against | | Votes Withheld | | Broker Non-Votes |
Aron Ain | | 38,252,271 | | 3,655,899 | | 37,132 | | 9,137,740 |
Stephen M. Ward | | 41,573,296 | | 334,874 | | 37,132 | | 9,137,740 |
Appointment of Ernst & Young LLP as Independent Auditors:
| | | | | | |
Votes For | | Votes Against | | Votes Withheld | | Broker Non-Votes |
50,903,125 | | 159,402 | | 20,515 | | 0 |
Authorization to Determine Remuneration of Independent Auditors:
| | | | | | |
Votes For | | Votes Against | | Votes Withheld | | Broker Non-Votes |
50,894,034 | | 160,786 | | 28,222 | | 0 |
Receipt of Company’s Accounts for the Year Ended March 31, 2019:
| | | | | | |
Votes For | | Votes Against | | Votes Withheld | | Broker Non-Votes |
50,884,987 | | 160,894 | | 37,161 | | 0 |
Approve the Compensation of the Company’s Named Executive Officers:
| | | | | | |
Votes For | | Votes Against | | Votes Withheld | | Broker Non-Votes |
39,443,265 | | 2,449,993 | | 52,044 | | 9,137,740 |
Following the AGM, (i) Christopher FitzGerald, Neil Murray and Robert P. Schechter continue to serve as Class II Directors of the Company and their term expires at the annual general meeting of the Company to be held in 2020; and (ii) Peter Bauer, Jeffrey Lieberman and Hagi Schwartz continue to serve as Class III Directors of the Company and their term expires at the annual general meeting of the Company to be held in 2021.
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.
| | | | | | |
| | | | MIMECAST LIMITED |
| | | | | | | |
Dated: October 3, 2019 | | | | By: | | /s/ Robert P. Nault |
| | | | | | Robert P. Nault |
| | | | | | Senior Vice President and General Counsel |
