8-K 1 swi-2019516x8xk.htm 8-K 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): May 16, 2019
 
 
SOLARWINDS CORPORATION
(Exact name of registrant as specified in its charter)
 

 
 
 
 
 
Delaware
001-38711
81-0753267
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
7171 Southwest Parkway
Building 400
Austin, Texas 78735
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 682-9300
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $0.001 par value
SWI
New York Stock Exchange
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))






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 þ
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. o  












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

SolarWinds Corporation (the “Company”) held its annual meeting of stockholders on May 16, 2019 (the “Annual Meeting”). As of March 22, 2019, the record date for the Annual Meeting, 309,951,474 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.

Proposal One: Election of Class I Directors

Each of the following persons was duly elected by the Company’s stockholders as a Class I director to serve for a term of three years expiring at the 2022 annual meeting of stockholders or until a successor has been duly elected and qualified, with votes as follows:
 
FOR
WITHHELD
BROKER
NON-VOTES
Kevin B. Thompson
265,910,734
7,359,067
869,022
William Bock
269,531,880
3,737,921
869,022
Seth Boro
265,269,926
7,999,875
869,022
Kenneth Hao
265,214,179
8,055,622
869,022

Proposal Two: Ratification of Appointment of Company’s Independent Registered Public Accounting Firm
    
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified by the stockholders, with votes as follows:
FOR
AGAINST
ABSTAIN
274,115,288
22,141
1,394

No other matters were brought before the Annual Meeting and no other votes were held.








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.
    

 
SOLARWINDS CORPORATION
 
 
Dated: May 21, 2019
 
By:
   /s/ Jason W. Bliss
 
Jason W. Bliss
 
EVP, General Counsel and Secretary