Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 15, 2024, 8x8, Inc, (the "Company") held its annual meeting of stockholders for calendar year 2024 (the "Annual Meeting") at which a quorum for the transaction of the business was present virtually or represented by proxy. There were 127,962,563 shares of common stock entitled to be voted at the Annual Meeting, of which 102,430,467 were voted. The stockholders voted on the following proposals at the Annual Meeting:
1.Election of seven directors to hold office until the 2025 Annual Meeting of Stockholders of the Company, and until their respective successors have been duly elected and qualified. The Company's nominees were Jaswinder Pal Singh, Monique Bonner, Andrew Burton, Todd Ford, Alison Gleeson, Elizabeth Theophille and Samuel Wilson.
2.Ratification of the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2025.
3.Approval, through an advisory vote, of the Company's executive compensation for the fiscal year ended March 31, 2024.
4.Approval of an amendment to the 2022 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 14,000,000 shares.
5.Approval of an amendment to the Company's existing charter to provide for the elimination of certain officers' personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.
Final voting results were as follows:
Proposal One: Election of Directors
|
For
|
Withheld
|
Broker Non-Vote
|
Jaswinder Pal Singh
|
80,928,816
|
988,486
|
20,513,165
|
Monique Bonner
|
81,027,520
|
889,782
|
20,513,165
|
Andrew Burton
|
81,407,425
|
509,877
|
20,513,165
|
Todd Ford
|
81,187,701
|
729,601
|
20,513,165
|
Alison Gleeson
|
81,150,173
|
767,129
|
20,513,165
|
Elizabeth Theophille
|
81,096,464
|
820,838
|
20,513,165
|
Samuel Wilson
|
81,034,768
|
882,534
|
20,513,165
|
Each of the Company's nominees was elected to serve as a director until the next annual meeting of stockholders, and until such director's successor has been elected and qualified.
Proposal Two: Ratification of Independent Registered Public Accounting Firm
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
100,640,685
|
1,198,747
|
591,035
|
-
|
The stockholders ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2025.
Proposal Three: Advisory Vote on Executive Compensation
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
80,110,161
|
1,702,404
|
104,737
|
20,513,165
|
The stockholders approved, on an advisory basis, the Company's executive compensation for the fiscal year ended March 31, 2024.
Proposal Four: Approval of an amendment to the 2022 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 14,000,000 shares.
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
57,934,555
|
23,925,311
|
57,436
|
20,513,165
|
The stockholders approved the amendment to the 2022 Equity Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 14,000,000 shares.
Proposal Five: Approval of an amendment to the Company's existing charter to provide for the elimination of certain officers' personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
47,589,897
|
34,228,851
|
98,554
|
20,513,165
|
The stockholders did not approve the amendment to the Company's existing charter to provide for the elimination of certain officers' personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.