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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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iClass A Common Stock, $0.0001 par value per share
iAYX
iNew
York Stock Exchange
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 i☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment and Restatement of 2017 Equity Incentive Plan
As
reported in Item 5.07 below, at the 2022 annual meeting of stockholders of Alteryx, Inc., a Delaware corporation (the “Company”), held on May 25, 2022 at the Company’s headquarters at 17200 Laguna Canyon Road, Irvine, California92618 (the “Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the
Company’s 2017 Equity Incentive Plan (the “Restated 2017 Plan”) to (i) increase the aggregate number of shares of Class A common stock authorized for issuance under the plan by 6,100,000 shares, (ii) extend the term of the plan to April 7, 2032, (iii) increase the annual limits for non-employee director awards under the plan and (iv) make certain other changes. The Company’s Board of Directors previously approved the Restated 2017 Plan, subject to such stockholder approval.
A summary of the material terms of the Restated 2017 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on April 12, 2022 (the “Proxy Statement”). That summary and the above description of the Restated 2017 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Restated 2017 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 25, 2022, the
Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s Proxy Statement. There were 49,093,683 shares of Class A common stock and 7,720,718 shares of Class B common stock present at the Annual Meeting in person or by proxy, which constituted a quorum for the transaction of business.
The stockholders of the Company voted on the following proposals at the Annual Meeting:
1.To elect three Class II directors, each of whom is currently serving on the
Company’s Board of Directors, each to serve a three-year term expiring at the 2025 annual meeting of stockholders and until his or her successor has been elected and qualified.
2.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
3.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
4.To approve an amendment and restatement of the
Company’s 2017 Equity Incentive Plan.
1.Election of Directors
Nominee
For
Withheld
Broker Non-Votes
Mark Anderson
111,595,182
9,483,687
5,221,994
CeCe
Morken
119,976,227
1,102,642
5,221,994
Daniel J. Warmenhoven
120,191,196
887,673
5,221,994
Each of the three nominees for director was elected to serve until the 2025 annual meeting of stockholders and until his or her successor has been elected and qualified.
2.Ratification of Appointment of Independent Registered Public Accounting
Firm
For
Against
Abstentions
126,212,009
50,993
37,861
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
3.Advisory
Approval of the Compensation of the Named Executive Officers
For
Against
Abstentions
Broker Non-Votes
85,655,992
31,982,927
3,439,950
5,221,994
The stockholders approved, on a non-binding advisory basis, the compensation
of the Company’s named executive officers.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned hereunto duly authorized.
