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

February 16, 2018

Date of Report (date of earliest event reported)

 

 

MODEL N, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

 

 

 

Delaware

 

001-35840

 

77-0528806

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

777 Mariners Island Blvd., Suite 300

San Mateo, California 94404

(Address of principal executive offices) (Zip Code)

(650) 610-4600

(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 (see General Instructions 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 


 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

 

Model N, Inc. held its Annual Meeting of Stockholders on February 16, 2018 at Model N, Inc., located at 777 Mariners Island Blvd., Suite 300, San Mateo, California. At the annual meeting, our stockholders voted on three proposals, each of which is described in more detail in our definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 4, 2018. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and the number of abstentions, if applicable, and broker non-votes with respect to each matter.

 

Our stockholders voted on the following items at the annual meeting:

 

 

1.

To elect three Class II directors to serve until the 2021 annual meeting of stockholders and until their successors are elected and qualified, subject to earlier resignation or removal;

 

 

 

2.

To amend our 2013 Equity Incentive Plan; and

 

 

 

3.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2018.

 

 

All nominees for director were elected to serve until the 2021 annual meeting of stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. The voting results were as follows:

Director Name

Votes For

Votes Withheld

Broker Non-Votes

Percentage of

Votes in Favor

Baljit Dail

19,954,268

965,242

3,328,926

95.39%

Melissa Fisher

19,900,650

1,018,860

3,328,926

95.13%

Alan Henricks

18,866,306

2,053,204

3,328,926

90.19%

 

Stockholders approved the amendment to the 2013 Equity Incentive Plan. The voting results were as follows:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

Percentage of

Votes in Favor

12,685,033

8,027,014

207,463

3,328,926

60.64%

 

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2018. The voting results were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

Percentage of

Votes in Favor

24,233,990

9,529

4,917

--

99.94%

 

 

 


 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MODEL N, INC.

 

 

 

 

Date: February 22, 2018

 

 

 

By:

 

/s/ David Barter

 

 

 

 

 

 

 

 

David Barter

Senior Vice President,

Chief Financial Officer