Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, Nogin, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on July 26, 2023. At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Nogin, Inc. 2022 Incentive Award Plan (the “Plan”). The Amendment was adopted by the Board of Directors (the “Board”) on June 16, 2023 and became effective upon stockholder approval.
The Amendment amends the Plan and makes the following changes to the Plan (as amended, the “Amended Plan”):
| | (i) | Increases the number of shares of Class A Common Stock available under the Plan by 4,442,943 shares reserved for issuance under the Amended Plan; |
| | (ii) | Increases the number of shares which may be granted as incentive stock options under the Amended Plan, such that an aggregate of 5,199,298 shares may be granted as incentive stock options under the Amended Plan; |
| | (iii) | Revises the formula for calculating the maximum annual increase in the number of shares of Class A Common Stock available under the Amended Plan; and |
| | (iv) | Extends right to grant awards under the Amended Plan through June 15, 2023. |
The terms and conditions of the Amended Plan are described in the section entitled “Proposal 2 – Approval of Amendment to the Nogin, Inc. 2022 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on June 20, 2023 (the “Proxy Statement”).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described in more detail in the Proxy Statement. The final voting results for each proposal considered and voted upon at the Annual Meeting, as certified by the Company’s inspector of election, are set forth below.
Proposal 1 - Election of Directors
The stockholders elected each of the three nominees for Class I director to serve on the Company’s Board of Directors (the “Board”) until the 2026 annual meeting of stockholders and until his successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Voting results for the nominees were as follows:
| | | | | | |
Nominee | | For | | Withhold | | Broker Non-Votes |
Andrew Pancer | | 4,371,182 | | 95,957 | | 2,661,562 |
Geoffrey Van Haeren | | 2,351,913 | | 2,115,226 | | 2,661,562 |
Arthur Stark | | 3,381,097 | | 1,086,042 | | 2,661,562 |
Proposal 2 – Approval of Amendment to the Nogin, Inc. 2022 Incentive Award Plan
The stockholders approved the Amendment. The voting results for this proposal were as follows:
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
| 2,498,770 | | 1,013,838 | | 954,531 | | 2,661,562 |
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results for this proposal were as follows:
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
| 6,921,498 | | 206,845 | | 358 | | — |
