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 9, 2016

 

LINKEDIN CORPORATION

(Exact name of Registrant as Specified in its Charter)

 

Delaware

 

001-35168

 

47-0912023

(State or Other Jurisdiction
of Incorporation)

 

(Commission file
number)

 

(I.R.S. Employer
Identification Number)

 

2029 Stierlin Court

Mountain View, CA 94043

(Address of Principal Executive Offices including Zip Code)

 

(650) 687-3600

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 June 9, 2016, LinkedIn Corporation (the “Company”) held its Annual Meeting of Stockholders at the Computer History Museum in Mountain View, California (the “Meeting”). The Company stockholders voted on three proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2016. Holders of shares of the Company stock at the close of business on April 12, 2016 were entitled to vote at the Meeting.

 

Each share of Class A Common Stock was entitled to one vote on each proposal and each share of Class B Common Stock was entitled to ten votes on each proposal. The Class A Common Stock and Class B Common Stock voted as a single class on all matters.

 

Present at the Meeting in person or by proxy were holders of 96,111,575 shares of Class A Common Stock, representing 96,111,575 votes of Class A Common Stock and holders of 14,535,985 shares of Class B Common Stock, representing 145,359,850 votes of Class B Common Stock, together representing a total of 241,471,425 votes, or more than 88% of the eligible votes, and constituting a quorum.

 

The final results for each of the proposals submitted to a vote of the Company’s Meeting are as follows:

 

1.             Election of Two Class II Directors. Each of the Class II Directors was re-elected to serve three-year terms expiring at the Company’s 2019 Annual Meeting of Stockholders and until the election and qualification of their successors. The vote for each Director is set forth in the table below:

 

Nominees —
Class II Directors

 

Votes For

 

Votes Withheld

 

Broker Non-Vote

 

A. George “Skip” Battle

 

190,812,122

 

33,238,538

 

17,420,765

 

Michael J. Moritz

 

217,785,148

 

6,265,512

 

17,420,765

 

 

2.             Ratification of Appointment of Independent Registered Public Accountant. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2016 was ratified by the stockholders by the vote set forth in the table below:

 

Votes For

 

Votes Against

 

Votes
Abstained

 

Broker Non-Vote

 

238,152,334

 

3,162,336

 

156,755

 

0

 

 

3.             Stockholder Proposal Regarding Board Diversity. The stockholder proposal regarding board diversity was not approved. The vote for the stockholder proposal is set forth in the table below:

 

Votes For

 

Votes Against

 

Votes
Abstained

 

Broker Non-Vote

 

38,354,788

 

164,412,085

 

21,283,651

 

17,420,901

 

 

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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.

 

Date:  June 10, 2016

LINKEDIN CORPORATION

 

 

 

By:

/s/ Michael J. Callahan

 

 

Michael J. Callahan

 

 

Senior Vice President, General Counsel and Secretary

 

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