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 23, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(650 ) 417-7500
(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 Instruction 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)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 x
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.
On June 23, 2022, Couchbase, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 38,732,586 shares of the Company’s common stock, or approximately 87% of the shares outstanding and entitled to vote at the Annual Meeting. The voting results for each of the proposals considered at the Annual Meeting are provided below.
1. Election of Directors
The stockholders elected each of the following nominees as Class I directors to serve on the Company’s board of directors until the Company’s 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified. As previously disclosed, Mr. Anderson is expected to retire from the board of directors as of the Company’s 2023 annual meeting of stockholders.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Edward T. Anderson | 26,851,029 | 5,409,326 | 6,472,231 | |||||||||||||||||
| Matthew M. Cain | 26,897,647 | 5,362,708 | 6,472,231 | |||||||||||||||||
| Lynn M. Christensen | 24,886,864 | 7,373,491 | 6,472,231 | |||||||||||||||||
| Aleksander J. Migon | 26,871,211 | 5,389,144 | 6,472,231 | |||||||||||||||||
2. Ratification of the Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2023.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 38,706,985 | 25,302 | 299 | — | |||||||||||||||||
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.
| Couchbase, Inc. | |||||||||||
| /s/ Margaret Chow | |||||||||||
| By: | Margaret Chow | ||||||||||
| Title: | Chief Legal Officer | ||||||||||
Date: June 24, 2022