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): May 17, 2023
EngageSmart, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-40835 | 83-2785225 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
|
|
30 Braintree Hill Office Park Suite 101 Braintree, Massachusetts |
| 02184 |
(Address of Principal Executive Offices) | (Zip Code) |
(781) 848-3733
(Registrant’s telephone number, including area code)
N/A
(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(s) |
| Name of each exchange on which registered |
Common stock, $0.001 par value per share |
| ESMT |
| The 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.
On May 17, 2023, EngageSmart, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 160,677,376 shares of the Company’s common stock were present by means of remote communication or represented by proxy at the Annual Meeting, representing approximately 96.46% percent of the Company’s outstanding common stock as of the March 24, 2023 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 5, 2023.
Proposal 1— Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 and until such director’s respective successors is elected and qualified or until such director’s earlier death, resignation or removal.
Nominee | Votes For |
| Votes Withheld |
| Broker Non-Votes |
Matthew G. Hamilton | 144,083,351 |
| 842,571 |
| 15,751,454 |
David Mangum | 130,495,512 |
| 14,430,410 |
| 15,751,454 |
Raph Osnoss | 128,951,605 |
| 15,974,317 |
| 15,751,454 |
Proposal 2— Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
160,670,441 |
| 4,825 |
| 2,110 |
| 0 |
Based on the foregoing votes, Matthew G. Hamilton, David Mangum and Raph Osnoss were elected as Class II directors and Proposal 2 was approved.
SIGNATURES
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.
EngageSmart, Inc. | |||
Date: May 19, 2023 | By: | /s/ Scott Semel | |
Name: | Scott Semel | ||
Title: | Chief Legal Officer | ||