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

Date of Report (Date of earliest event reported): May 21, 2014

 

 

DEMANDWARE, INC.

(Exact Name of Company as Specified in Charter)

 

 

 

Delaware   001-35450   20-0982939

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5 Wall Street, Burlington, MA   01803
(Address of Principal Executive Offices)   (Zip Code)

Company’s telephone number, including area code: (888) 553-9216

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 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.

On May 21, 2014, Demandware, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”). The proposals below, which are described in the Company’s definitive proxy statement for the Annual Meeting (the “proxy statement”), were submitted to a vote of the Company’s stockholders.

Proposal 1 – The election of two Class II directors, each to serve for a three-year term.

The Company’s stockholders re-elected the two nominees named in the proxy statement as Class II directors, each to serve until the 2017 annual meeting of stockholders. The voting results were as follows:

 

Nominee

   Votes For      Votes Withheld      Broker Non-Votes  

Charles F. Kane

     31,605,304         345,948         1,348,826   

Stephan Schambach

     31,323,121         628,131         1,348,826   

The terms of office of the following directors continued after the Annual Meeting:

Lawrence S. Bohn

Thomas D. Ebling

Jill Granoff

Jitendra Saxena

Leonard Schlesinger

Michael J. Skok

Proposal 2 – The approval, in a non-binding advisory say-on-pay vote, of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures in the proxy statement.

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

29,241,105

  2,704,625   5,522   1,348,826

Proposal 3 –The ratification, in a non-binding advisory vote, of the appointment of Deloitte & Touche LLP, an independent registered accounting firm, as the Company’s independent auditors for the year ending December 31, 2014.

The Company’s stockholders ratified, on an advisory basis, the Company’s appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2014. The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstentions

33,236,357

  54,161   9,560


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.

 

    DEMANDWARE, INC.
Date: May 21, 2014     By:  

/s/ Scott J. Dussault

      Scott J. Dussault
     

Executive Vice President and

Chief Financial Officer