0001505155-19-000051.txt : 20190612 0001505155-19-000051.hdr.sgml : 20190612 20190612163203 ACCESSION NUMBER: 0001505155-19-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190612 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190612 DATE AS OF CHANGE: 20190612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Upland Software, Inc. CENTRAL INDEX KEY: 0001505155 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 272992077 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36720 FILM NUMBER: 19893922 BUSINESS ADDRESS: STREET 1: 401 CONGRESS AVE. STREET 2: SUITE 1850 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512-960-1010 MAIL ADDRESS: STREET 1: 401 CONGRESS AVE. STREET 2: SUITE 1850 CITY: AUSTIN STATE: TX ZIP: 78701 FORMER COMPANY: FORMER CONFORMED NAME: Silverback Acquisition Corp DATE OF NAME CHANGE: 20101105 8-K 1 form8-kx2019annualmeeting.htm 8-K - 2019 ANNUAL MEETING Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 12, 2019

UPLAND SOFTWARE, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-36720
 
27-2992077
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

401 Congress Avenue, Suite 1850
Austin, Texas 78701
(Address of principal executive offices, including zip code)

(512) 960-1010
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] 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, par value $0.0001 per share
 
UPLD
 
The Nasdaq Global Market

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 x
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.      x





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

The annual meeting of the stockholders of Upland Software, Inc. was held on June 12, 2019, at Upland’s offices at 401 Congress Avenue, Suite 1850, Austin, Texas 78701. At the annual meeting, Upland stockholders voted on two proposals, each of which is described in more detail in Upland’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2019. Present at the annual meeting in person or by proxy were holders of shares representing 19,560,884 votes of Upland common stock representing 91.20% of the eligible votes, constituting a quorum.

The stockholders voted on the following items at the annual meeting:

1.
To elect two Class II directors; and

2.
To ratify the appointment of Ernst & Young, LLP as Upland’s independent public accountants for the fiscal year ending December 31, 2019.

Votes regarding the election of directors were as follows:

Nominee
For
Withheld
Broker Non-vote
David D. May
7,590,401
6,628,553
5,341,930
Joe Ross
14,155,867
63,087
5,341,930

Based on the votes set forth above, the director nominees were duly elected.

The stockholders ratified the selection of Ernst & Young, LLP as Upland’s independent public accountants for the fiscal year ending December 31, 2019. The voting results were as follows:

For
Against
Abstain
Broker Non-vote
19,540,925
515
19,444
—
    





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.

 
 
 
 
 
 
 
 
UPLAND SOFTWARE, INC.
 
 
 
 
 
 
By:
/s/ Kin Gill
 
 
 
Kin Gill
SVP, General Counsel and Secretary
 

Date: June 12, 2019