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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
February 15, 2019
Date of Report (date of earliest event reported)
 
 
MODEL N, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-35840
 
77-0528806
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
777 Mariners Island Blvd., Suite 300
San Mateo, California 94404
(Address of principal executive offices) (Zip Code)
(650) 610-4600
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
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 Instructions 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 ¨
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. ¨

 





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

Model N, Inc. held its Annual Meeting of Stockholders on February 15, 2019 at Model N, Inc., located at 777 Mariners Island Blvd., Suite 300, San Mateo, California. At the annual meeting, our stockholders voted on four proposals, each of which is described in more detail in our definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 3, 2019. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and the number of abstentions, if applicable, and broker non-votes with respect to each matter.

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

1.
To elect two Class III directors to serve until the 2022 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal;

2.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019;

3.
To hold a non-binding advisory vote on the compensation of our named executive officers as disclosed in the proxy statement; and

4.
To hold a non-binding advisory vote on whether future non-binding advisory votes to approve the compensation of our named executive officers should be held every one, two or three years.

All nominees for director were elected to serve until the 2022 annual meeting of stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. The voting results were as follows:
 
Director Name
Votes For
Votes Withheld
Broker Non-Votes
Percentage of Votes in Favor
 
 
Jason Blessing
25,470,502
1,091,434
2,593,476
95.89%
 
Dave Yarnold
25,470,502
1,091,434
2,593,476
95.89%

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019. The voting results were as follows:
 
Votes For
Votes Against
Votes Abstain
Broker Non-Vote
Percentage of Votes in Favor
 
 
28,928,624
226,661
127
0
99.22%

Stockholders voted for an advisory vote regarding named executive officer compensation. The voting results were as follows:
 
Votes For
Votes Against
Votes Abstain
Broker Non-Vote
Percentage of Votes in Favor
 
 
18,895,126
6,978,598
688,212
2,593,476
71.14%

Stockholders voted for an advisory vote on whether future non-binding advisory votes to approve the compensation of our named executive officers should be held every one, two or three years. The voting results were as follows:
 
Every 1 Year
Every 2 Years
Every 3 Years
Abstain
Broker Non-Vote
Percentage of Votes in Favor of Every 1 Year
 
 
26,023,553
38,993
71,538
427,852
2,593,476
97.97%
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.
 




 
 
 
 
 
 
 
 
 
 
 
 
 
MODEL N, INC.
 
 
 
 
Date: February 22, 2019
 
 
 
By:
 
/s/ David Barter
 
 
 
 
 
 
 
 
David Barter
Senior Vice President,
Chief Financial Officer