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)
October 9, 2012
BAZAARVOICE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35433 | 20-2908277 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3900 N. Capital of Texas Highway, Suite 300
Austin, Texas 78746-3211
(Address of principal executive offices, including zip code)
(512) 551-6000
(Registrant’s telephone number, including area code)
(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 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of Bazaarvoice, Inc. (the “Company” or “Bazaarvoice”) was held on October 9, 2012 at the Soho Grand Hotel in New York, New York (the “Annual Meeting”). At the Annual Meeting, Bazaarvoice stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 28, 2012. Present at the Annual Meeting in person or by proxy were holders of shares representing 58,578,500 votes of Common Stock representing 84.96% of the eligible votes, constituting a quorum.
The stockholders of the Company voted on the following items at the Annual Meeting:
| 1. | To elect two Class I directors; |
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending April 30, 2013; |
| 3. | Advisory approval of named executive officer compensation; and |
| 4. | Advisory approval of the frequency of the advisory vote on named executive officer compensation. |
Votes regarding the election of directors were as follows:
| Nominee | For | Withheld | Broker Non-Vote | |||||||||
| Neeraj Agrawal |
54,555,708 | 153,017 | 3,869,775 | |||||||||
| Christopher Pacitti |
53,715,968 | 992,757 | 3,869,775 | |||||||||
Based on the votes set forth above, each director nominee was duly elected.
Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending April 30, 2013. The voting results were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 58,470,812 |
107,679 | 9 | 0 |
Stockholders approved, on an advisory basis, the Company’s named executive officer compensation. The voting results were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 54,468,821 |
219,861 | 20,043 | 3,869,775 |
Stockholders approved, on an advisory basis, holding an advisory vote every three years on the Company’s named executive officer compensation. The voting results were as follows:
| 3 Years | 2 Years | 1 Year | Abstain | Broker Non-Votes | ||||
| 44,048,774 |
481,618 | 10,173,644 | 4,689 | 3,869,775 |
1
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.
| BAZAARVOICE, INC. | ||
| By: |
/s/ Bryan C. Barksdale | |
|
| ||
| Bryan C. Barksdale General Counsel and Secretary | ||
Date: October 11, 2012