Quotient Technology Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On August 3, 2023, Quotient Technology Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on June 23, 2023, the record date for the Annual Meeting, 98,666,903 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 84,359,955, or approximately 85% of the outstanding common shares entitled to vote, were represented in person or by proxy and, therefore, a quorum was present with respect to considering and acting upon the following four (4) proposals:
1.To elect six directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal;
2.To approve the 2023 Equity Incentive Plan;
3.To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's proxy statement in accordance with Securities and Exchange Commission (“SEC”) rules;
4.To ratify the selection by the Audit Committee of the Company's Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023.
For more information about the foregoing proposals, see the Company’s definitive proxy statement filed with the Securities and Exchange June 30, 2023.
The results of the voting at the Annual Meeting are as follows:
1. Election of six Directors
| Nominee | Votes For | Votes Withheld | Broker Non-votes | ||||||||
| Tracey Figurelli | 59,126,939 | 7,634,892 | 17,598,124 | ||||||||
| Matthew Krepsik | 55,036,061 | 11,725,770 | 17,598,124 | ||||||||
| Robert McDonald | 43,892,807 | 22,869,024 | 17,598,124 | ||||||||
| Joseph Reece | 58,544,538 | 8,217,293 | 17,598,124 | ||||||||
| Kate Vanek | 59,126,939 | 7,634,892 | 17,598,124 | ||||||||
| Michael Wargotz | 59,108,088 | 7,653,743 | 17,598,124 | ||||||||
Each director nominee was duly elected to serve until the Company's 2024 annual meeting of stockholders and until his successor is duly elected and qualified, subject to earlier resignation or removal.
2. Approval of the 2023 Equity Incentive Plan
| Votes For | Votes Against | Abstentions | Broker Non-votes | ||||||||
| 33,275,817 | 33,481,015 | 4,999 | 17,598,124 | ||||||||
Stockholders did not approve the 2023 Equity Incentive Plan.
3. Advisory Vote on Executive Compensation
| Votes For | Votes Against | Abstentions | Broker Non-votes | ||||||||
| 43,536,807 | 23,198,353 | 26,671 | 17,598,124 | ||||||||
Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's proxy statement in accordance with SEC rules.
4. Ratification of Selection of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions | Broker Non-votes | ||||||||
| 76,428,706 | 7,924,303 | 6,946 | 0 | ||||||||
The stockholders ratified the selection by the Audit Committee of the Company's Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
SIGNATURES
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.
Quotient Technology Inc.
By: /s/ Connie Chen
Connie Chen
General Counsel, Compliance Officer and Secretary
Date: August 8, 2023