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EX-10.2 - EXHIBIT 10.2 - IntraLinks Holdings, Inc.exhibit102-secondamendedan.htm
EX-10.1 - EXHIBIT 10.1 - IntraLinks Holdings, Inc.exhibit101-amendedandresta.htm


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)                July 26, 2016


INTRALINKS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
 
001-34832
 
20-8915510
(State or other jurisdiction of incorporation)
 
(Commission File No.)
 
(IRS Identification No.)
 
 
 
 
 
150 East 42nd Street, 8th Floor, New York, NY
 
10017
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
 
Registrant’s telephone number, including area code
 
(212) 543-7700
 
 
 
 
 
 
 
 
 
 
(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 26, 2016, at the 2016 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Intralinks Holdings, Inc. (the “Company”) approved the amendment and restatement of the Intralinks Holdings, Inc. 2010 Equity Incentive Plan (the “Amended 2010 Plan”) and the amendment and restatement of the Intralinks Holdings, Inc. 2010 Employee Stock Purchase Plan (the “Amended 2010 ESPP”).

Pursuant to the terms of the Amended 2010 Plan, the maximum number of shares authorized for issuance thereunder was increased by 4,100,000 shares to 15,264,330 shares. If the Company’s capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the Amended 2010 Plan will be appropriately adjusted. The Amended 2010 Plan permits the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance shares, dividend equivalent rights and cash-based awards.

In addition, pursuant to the terms of the Amended 2010 ESPP, the maximum number of shares authorized for issuance thereunder was increased by 1,000,000 shares. If the Company’s capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the Amended 2010 ESPP will be appropriately adjusted.

Detailed summaries of the material features of the Amended 2010 Plan and the Amended 2010 ESPP are set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 28, 2016. Those summaries and the foregoing descriptions are qualified in their entirety by reference to the text of the Amended 2010 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference, and the Amended 2010 ESPP, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of Intralinks Holdings, Inc. (the “Company”) was held on July 26, 2016. A total of 51,822,270 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing 90.37% of the total outstanding eligible votes. At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as described below.

1.    The Company’s stockholders re-elected each of the following Class III members to the Board of Directors of the Company to hold office until the 2019 annual meeting of stockholders and until their respective successors have been duly elected and qualified.
Nominee
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
Brian Conway
48,957,868
313,920
10,037
2,540,445
Peter Gyenes
45,758,090
3,514,969
8,766
2,540,445
Ronald W. Hovsepian
47,591,406
1,681,020
9,399
2,540,445

2.    The Company’s stockholders approved the non-binding, advisory resolution on the compensation of the Company’s named executive officers.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
44,785,942
413,253
4,082,630
2,540,445






3. The Company’s stockholders approved the amendment and restatement of the Intralinks Holdings, Inc. 2010 Equity Incentive Plan to increase the number of shares that may be issued under the plan by 4,100,000 shares and to make other amendments thereto.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
41,756,513
5,930,408
1,594,904
2,540,445

4. The Company’s stockholders approved the amendment and restatement of the Intralinks Holdings, Inc. 2010 Employee Stock Purchase Plan to increase the number of shares that may be issued under the plan by 1,000,000 shares and to make other amendments thereto.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
44,721,000
2,965,456
1,595,369
2,540,445

5.    The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company’s 2016 fiscal year.

FOR
AGAINST
ABSTAIN
51,805,742
10,392
6,136

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:
10.1
 
Intralinks Holdings, Inc. 2010 Equity Incentive Plan, as Amended and Restated, together with forms of award agreements
 
 
 
10.2
 
Second Amended and Restated Intralinks Holdings, Inc. 2010 Employee Stock Purchase Plan





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.

Dated: July 28, 2016
INTRALINKS HOLDINGS, INC.

    
By:     /s/ Scott N. Semel            
Scott N. Semel
Executive Vice President,
General Counsel and Secretary