UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
May 21, 2020
Date of Report (Date of earliest event reported)
SOLARWINDS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 001-38711 | 81-0753267 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7171 Southwest Parkway
Building 400
Austin, Texas 78735
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 682-9300
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 (see General Instruction A.2. below):
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| ☐ | 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:
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| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common Stock, $0.001 par value | SWI | New York Stock Exchange |
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.
SolarWinds Corporation (the “Company”) held its annual meeting of stockholders on May 21, 2020 (the “Annual Meeting”). As of March 31, 2020, the record date for the Annual Meeting, 311,801,645 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.
Proposal One: Election of Class I Directors
Each of the following persons was duly elected by the Company’s stockholders as a Class II director to serve for a term of three years expiring at the 2023 annual meeting of stockholders or until a successor has been duly elected and qualified, with votes as follows:
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| | FOR | WITHHELD | BROKER NON-VOTES |
| Catherine R. Kinney | 262,541,136 | 10,645,146 | 4,282,311 |
| James Lines | 263,154,065 | 10,032,217 | 4,282,311 |
| Easwaran Sundaram | 268,198,399 | 4,987,883 | 4,282,311 |
| Michael Widmann | 264,814,486 | 8,371,796 | 4,282,311 |
Proposal Two: Ratification of Appointment of Company’s Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified by the stockholders, with votes as follows:
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| FOR | AGAINST | ABSTAIN |
| 277,357,120 | 91,255 | 20,218 |
Proposal Three: Frequency of Future Advisory Votes on Executive Compensation
The approval, on a non-binding advisory basis, of the frequency of future advisory votes on executive compensation of every one year, with votes as follows:
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| ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN |
| 273,009,703 | 44,913 | 93,603 | 38,063 |
In light of the advisory voting results for this item, the Board has determined that an advisory vote to approve executive compensation will be conducted every year until the next stockholder advisory vote on the frequency of future advisory votes on executive compensation.
No other matters were brought before the Annual Meeting and no other votes were held.
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| Item 9.01 | Financial Statements and Exhibits. |
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Exhibit Number | | Description |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
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| | | | SOLARWINDS CORPORATION |
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| Dated: | May 22, 2020 | By: | /s/ Jason W. Bliss |
| | | | Jason W. Bliss |
| | | | Executive Vice President, Corporate Development, General Counsel and Secretary |
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