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)
June 4, 2015
HomeAway, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35215 | 20-0970381 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1011 W. Fifth Street, Suite 300
Austin, Texas 78703
(Address of principal executive offices, including zip code)
(512) 684-1100
(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:
| ¨ | 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 Maters to a Vote of Security Holders. |
HomeAway, Inc. held its 2015 annual meeting of stockholders on June 4, 2015. The matters voted upon at the meeting and the results of those votes were as follows:
Proposal One: Election of Class I Directors
| Board Nominee |
For | Against | Withhold/Abstain | Broker Non-Votes | ||||||||||||
| Simon Breakwell |
78,401,504 | — | 1,209,097 | 7,275,023 | ||||||||||||
| Simon Lehmann |
78,434,372 | — | 1,176,229 | 7,275,023 | ||||||||||||
| Carl G. Shepherd |
77,657,797 | — | 1,952,804 | 7,275,023 | ||||||||||||
Each of these directors was elected.
Proposal Two: Ratification of PricewaterhouseCoopers LLP as the 2015 Independent Public Accounting Firm
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 86,588,335 | 294,638 | 2,651 | — |
The proposal passed.
Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 75,238,936 | 3,957,325 | 414,340 | 7,275,023 |
The proposal passed.
Proposal Four: Approval of the 2011 Equity Incentive Plan (as amended)
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 24,042,451 | 53,580,996 | 1,987,154 | 7,275,023 |
The proposal did not pass.
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.
| HOMEAWAY, INC. | ||||||
| Date: June 9, 2015 | By: | /s/ Melissa Frugé | ||||
| Melissa Frugé | ||||||
| Senior Vice President and General Counsel | ||||||