UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On May 20, 2021, Everbridge, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following five proposals: (i) to elect nominees for director to hold office until the 2024 Annual Meeting of Stockholders (“Proposal 1”); (ii) to ratify the selection by the Audit Committee of the Company’s board of directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021 (“Proposal 2”); (iii) to approve, on an advisory basis, the compensation of the Company’s named executive officers (“Proposal 3”); (iv) to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to declassify its board of directors after the Annual Meeting (“Proposal 4”); and (v) to approve an amendment to the Company’s Certificate of Incorporation to eliminate the supermajority voting requirement for amendments to the Certificate of Incorporation and stockholder amendments to the Company’s Amended and Restated bylaws (“Proposal 5”), as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 7, 2021 (the “Proxy Statement”), each of which is described in more detail in the Company’s Proxy Statement. The following tables sets forth the certified voting results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1 – Election of Directors
The Company’s stockholders elected each of the nominees listed below.
Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Alison Dean |
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31,749,342 |
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429,799 |
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1,923,702 |
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Kent Mathy |
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31,359,712 |
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819,429 |
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1,923,702 |
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Simon Paris |
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29,485,350 |
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2,693,791 |
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1,923,702 |
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Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2021
The Company’s stockholders approved Proposal 2.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
33,911,955 |
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7,075 |
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183,813 |
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0 |
Proposal 3 – Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement
The Company’s stockholders approved Proposal 3.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
28,011,226 |
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3,955,808 |
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212,107 |
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1,923,702 |
Proposal 4 – Approval of an amendment to the Company’s Certificate of Incorporation to declassify its board of directors after the Annual Meeting
The Company’s stockholders approved Proposal 4.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
31,957,064 |
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36,486 |
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185,591 |
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1,923,702 |
Proposal 5 – Approval of an amendment to the Company’s Certificate of Incorporation to eliminate the supermajority voting requirement for amendments to the Certificate of Incorporation and stockholder amendments to the Company’s Amended and Restated bylaws.
The Company’s stockholders approved Proposal 5.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
31,954,821 |
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18,930 |
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205,390 |
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1,923,702 |
There were no abstentions for any of the Proposals voted on at the Annual Meeting.
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.
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Everbridge, Inc. |
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Dated: May 26, 2021 |
By: |
/s/ Elliot J. Mark |
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Elliot J. Mark |
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Senior Vice President, General Counsel and Secretary |