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): September 6, 2018
 
INNERWORKINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
(State or other
jurisdiction
of incorporation)
000-52170
(Commission
File Number)
 
20-5997364
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
600 West Chicago Avenue
 
 
Suite 850
60654
 
Chicago, Illinois
(Zip Code)
 
(Address of principal executive offices)
 
 
(312) 642-3700
(Registrant’s telephone number, including area code)
 
N/A
(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))
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 o 
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. o 






Item 5.07 Submission of Matters to a Vote of Security Holders
 
The Company held its Annual Meeting on September 6, 2018. The matters that were voted on at the Annual Meeting and the final voting results for each matter are set forth below.
 
Proposal No. 1: Election of Directors
 
The following nominees were elected to the Board of Directors for a one-year term expiring at the 2019 Annual Meeting, as follows:
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
Eric D. Belcher
 
43,776,731
 
749,994
 
5,905
 
5,439,374
Jack M. Greenberg
 
43,646,832
 
879,345
 
6,453
 
5,439,374
Richard S. Stoddart
 
44,434,029
 
93,148
 
5,453
 
5,439,374
Charles K. Bobrinskoy
 
37,132,594
 
7,393,975
 
6,061
 
5,439,374
David Fisher
 
37,043,247
 
7,483,852
 
5,531
 
5,439,374
J. Patrick Gallagher, Jr.
 
44,378,158
 
148,941
 
5,531
 
5,439,374
Julie M. Howard
 
37,033,656
 
7,493,443
 
5,531
 
5,439,374
Linda S. Wolf
 
37,752,182
 
6,774,917
 
5,531
 
5,439,374
Lindsay Y. Corby
 
44,460,221
 
66,348
 
6,061
 
5,439,374
Adam J. Gutstein (1)
 
44,451,456
 
75,565
 
5,609
 
5,439,374

(1) Mr. Gutstein's appointment will be effective October 1, 2018
 
Proposal No. 2: Approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers.
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
43,965,206
 
150,605
 
416,819
 
5,439,374
 
Proposal No. 3: Approval of the Amended and Restated 2006 Stock Incentive Plan
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
41,032,166
 
3,498,299
 
2,165
 
5,439,374
 
Proposal No. 4: Ratification of Appointment of Ernst & Young LLP to Serve as the Independent Registered Public Accounting Firm for the Company for the Fiscal Year Ending December 31, 2018
 
The ratification of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was approved as follows:

FOR
 
AGAINST
 
ABSTAIN
49,607,324
 
364,680
 





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.
 
 
 
 
 
 
INNERWORKINGS, INC.
 
 
 
Dated: September 6, 2018
By:
/s/ Ronald Provenzano
 
Name:
Ronald Provenzano
 
Title:
General Counsel and Secretary