UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 8, 2021, the stockholders of eGain Corporation (the “Company”) approved and adopted the Second Amended and Restated Certificate of Incorporation (the “Amended Charter”) at the Annual Meeting of Stockholders, which became effective upon filing with the Secretary of State of the State of Delaware on December 9, 2021.
A copy of the Amended Charter is attached hereto as Exhibit 3(i) and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of the Company held on December 8, 2021, the following proposals were submitted to the Company’s stockholders and the final voting results were as follows:
| 1. | The proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation as set forth in the Amended Charter was approved, including the following sub-proposals: |
| a) | to increase the number of authorized shares of common stock to 60,000,000 shares: |
Broker | ||||||
For | Against | Abstain | Non-Votes | |||
25,472,360 | 149,247 | 3,372 | 2,359,226 |
| b) | to allow a majority of the Board of Directors to adopt, amend, or repeal the Bylaws: |
Broker | ||||||
For | Against | Abstain | Non-Votes | |||
25,583,216 | 38,865 | 2,898 | 2,359,226 |
| c) | to approve choice of forum provisions: |
Broker | ||||||
For | Against | Abstain | Non-Votes | |||
24,679,687 | 937,341 | 7,951 | 2,359,226 |
| 2. | The following directors were elected to serve until the 2022 annual meeting of stockholders and thereafter until their successors are elected and qualified: |
Broker | |||||
For | Withheld | Non-Votes | |||
Ashutosh Roy | 25,531,456 | 93,523 | 2,359,226 | ||
Gunjan Sinha | 20,270,427 | 5,354,552 | 2,359,226 | ||
Phiroz P. Darukhanavala | 23,638,696 | 1,986,283 | 2,359,226 | ||
Brett Shockley | 25,591,545 | 33,434 | 2,359,226 | ||
Christine Russell | 25,414,347 | 210,632 | 2,359,226 |
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| 3. | The amendment to the Amended and Restated 2005 Stock Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 6,460,000 shares to 7,460,000 shares was approved. |
Broker | ||||||
For | Against | Abstain | Non-Votes | |||
21,860,760 | 3,760,280 | 3,939 | 2,359,226 |
| 4. | The compensation paid by us to our named executive officers was approved on a non-binding advisory basis. |
Broker | ||||||
For | Against | Abstain | Non-Votes | |||
25,553,308 | 65,586 | 6,085 | 2,359,226 |
| 5. | The appointment of BPM LLP as the Company’s Independent Registered Public Accounting Firm was ratified. |
For | Against | Abstain | ||
27,960,058 | 22,673 | 1,474 |
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. | Description | |
3(i) | ||
10.1# | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
#Indicates management contract or compensatory plan or arrangement.
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SIGNATURE
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 thereunto duly authorized.
Date: December 10, 2021 | eGain Corporation | |
By: | /s/ Eric N. Smit | |
Eric N. Smit | ||
Chief Financial Officer | ||
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