8-K

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): June 7, 2023

ALARM.COM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37461	26-4247032
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8281 Greensboro Drive	Suite 100	Tysons	Virginia	22102
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (877) 389-4033

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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	Name of each exchange on which registered
Common Stock, $0.01 par value per share	ALRM	The Nasdaq Stock Market LLC

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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 7, 2023, Alarm.com Holdings, Inc. (the “Company”) held its 2023 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 four proposals: (1) to elect five nominees for director to hold office until the Company’s 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”), (2) to ratify the selection by the Audit Committee of the Company’s Board of Directors (the “Board of Directors”) of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023 (“Proposal 2”), (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement (“Proposal 3”) and (4) to consider, if properly presented at the Annual Meeting, a non-binding stockholder proposal requesting that the Company adopt a policy or amend its Bylaws to provide a reasonable time for votes to be cast or changed after a final stockholder proposal is presented at the Company’s annual meetings (“Proposal 4”). The final results of the voting on each proposal are set forth below.

Proposal 1 – Election of Directors

The Company’s stockholders elected the five persons listed below as directors, each to serve until the Company’s 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:

Nominee	For	Against	Abstain	Broker Non-Votes
Donald Clarke	40,794,006	354,696	17,617	4,367,858
Rear Admiral (Ret.) Stephen Evans	39,146,627	1,999,211	20,481	4,367,858
Timothy McAdam	29,652,250	11,476,848	37,221	4,367,858
Timothy J. Whall	40,923,716	355,035	17,621	4,237,805
Simone Wu	40,795,677	353,109	17,533	4,367,858

Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2023

The Company’s stockholders approved Proposal 2. The votes cast were as follows:

For	Against	Abstain
45,316,628	200,276	17,273

There were no broker non-votes with respect to Proposal 2.

Proposal 3 – Advisory Vote on Executive Compensation

The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes cast were as follows:

For	Against	Abstain	Broker Non-Votes
37,962,496	3,174,512	29,311	4,367,858

Proposal 4 – Stockholder Proposal to Provide a Reasonable Time for Votes to Be Cast or Changed After a Final Stockholder Proposal Is Presented at the Company’s Annual Meetings

The Company's stockholders did not approve Proposal 4. The votes cast were as follows:

For	Against	Abstain	Broker Non-Votes
1,081,410	39,987,273	97,636	4,367,858

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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 hereunto duly authorized.

		Alarm.com Holdings, Inc.
Date:	June 9, 2023
		By:	/s/ Steve Valenzuela
			Steve Valenzuela
			Chief Financial Officer

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XML

Cover Page	Jun. 07, 2023
Cover Page [Abstract]
Document Type	8-K
Document Period End Date	Jun. 07, 2023
Entity Registrant Name	ALARM.COM HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37461
Entity Tax Identification Number	26-4247032
Entity Address, Address Line One	8281 Greensboro Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Tysons
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	877
Local Phone Number	389-4033
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	ALRM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001459200