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(Address of principal executive offices, including zip code)
(i415)
i762-7100
(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):
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
Name of each exchange on which registered
iClass
A Common Stock, $0.00001 par value
iPINS
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2021, Pinterest, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following proposals:
1.To elect the three Class II nominees for director named in the proxy statement to hold office until the 2024 annual meeting and until their successors have been duly elected and qualified,
or until their office is otherwise vacated.
2.To ratify the audit committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2021.
3.To approve, on an advisory non-binding basis, the compensation of the Company's named executive officers.
Holders of the shares of Class A common stock were entitled to one vote per share held as of the close of business on April 1, 2021 (the “Record Date”) and holders of the shares of Class B common stock were entitled to 20 votes per share held as of the Record
Date. Holders of the shares of Class A common stock and holders of the shares of Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
1.Election of directors
Nominee
For
Against
Abstain
Broker
Non-Votes
Fredric Reynolds
1,745,946,817
91,244,380
517,728
71,138,115
Evan Sharp
1,742,244,798
95,017,455
446,672
71,138,115
Andrea Wishom
1,834,706,878
2,539,095
462,952
71,138,115
Based
on the votes set forth above, each director nominee was duly elected to serve until the 2024 annual meeting of stockholders and until their successor is duly elected and qualified.
2. Ratification of appointment of independent registered public accounting firm
For
Against
Abstain
1,906,211,460
2,126,521
509,059
Based
on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
3. Approval, on an advisory non-binding basis, of the compensation of the Company's named executive officers
For
Against
Abstain
Broker
Non-Votes
1,814,980,910
22,249,346
478,669
71,138,115
In accordance with the votes set forth above, the stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers.
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.
