Zuora Inc.
06/28/2024 | Press release | Distributed by Public on 06/28/2024 14:23
Submission of Matters to a Vote of Security Holders Form 8 K
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 27, 2024, Zuora, Inc., a Delaware corporation ("Zuora"), held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, Zuora's stockholders voted on five proposals, which are described in Zuora's definitive proxy statement filed with the Securities and Exchange Commission on May 16, 2024 (the "Proxy Statement").
There were 121,680,935 shares of Class A common stock and 8,163,377 shares of Class B common stock present at the Annual Meeting in person or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, each share of Class A common stock represents one vote and each share of Class B common stock represents ten votes. The final results for the votes regarding each proposal are set forth below.
1.Proposal 1: Zuora's stockholders elected Kenneth A. Goldman, Joseph Osnoss, and Tien Tzuo to serve as Class III directors on Zuora's Board of Directors until the 2027 annual meeting of stockholders and until each such director's successor is duly elected and qualified or until his earlier death, resignation, disqualification, or removal. The voting results were as follows:
| Name | For | Withhold | Broker Non-Votes |
| Kenneth A. Goldman | 140,901,662 | 30,885,822 | 31,527,221 |
| Joseph Osnoss | 130,716,098 | 41,071,386 | 31,527,221 |
| Tien Tzuo | 144,157,868 | 27,629,616 | 31,527,221 |
2.Proposal 2: Zuora's stockholders ratified the appointment of KPMG LLP as Zuora's independent registered public accounting firm for Zuora's fiscal year ending January 31, 2025. The voting results were as follows:
| For: | 201,327,386 |
| Against: | 1,128,302 |
| Abstain: | 859,017 |
3.Proposal 3: Zuora's stockholders approved, on a non-binding advisory basis, the compensation paid by Zuora to its named executive officers, as disclosed in the Proxy Statement. The voting results were as follows:
| For: | 120,802,597 |
| Against: | 50,176,070 |
| Abstain: | 808,817 |
| Broker Non-Votes: | 31,527,221 |
4.Proposal 4: Zuora's stockholders approved the amendment and restatement of Zuora's Restated Certificate of Incorporation to provide for exculpation of certain officers of Zuora from personal liability under certain circumstances as allowed by Delaware law. The voting results were as follows:
| For: | 166,743,512 |
| Against: | 4,281,914 |
| Abstain: | 762,058 |
| Broker Non-Votes: | 31,527,221 |
5.Proposal 5: Zuora's stockholders approved the issuance of the maximum number of shares of Zuora's Class A common stock upon (i) conversion of $400,000,000 aggregate principal amount of our 3.95% / 5.50% Convertible Senior PIK Toggle Notes due 2029 under the related indenture and (ii) exercise of warrants to acquire up to 7,500,000 shares of Zuora's Class A common stock was as follows. The voting results were as follows:
| For: | 167,803,909 |
| Against: | 3,172,826 |
| Abstain: | 810,749 |
| Broker Non-Votes: | 31,527,221 |