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(Address of principal executive offices, including zip code)
(i650)
i321-3000
(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(s)
Name of exchange on which registered
iCommon Stock, par value $0.001 per share
iMDLA
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 28, 2021 Medallia, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 138,069,603 shares of the Company’s common stock, or approximately 87.88% of the total voting power of shares entitled to vote, were present virtually or represented by proxy and voted on the following proposals, which are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (the “SEC”) on April 13, 2021:
Proposal
One - Election of three Class II Directors. The following nominees were each elected as a Class II director to serve until the 2024 annual meeting of stockholders or until his or her successor is duly elected and qualified.
Nominee
For
Against
Abstain
Broker
Non-Votes
Leslie J. Kilgore
112,075,636
17,726,537
60,224
8,207,206
Stanley J. Meresman
95,854,680
33,933,566
74,151
8,207,206
Steven
C. Walske
114,943,731
14,838,271
80,395
8,207,206
Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022 was ratified.
For
Against
Abstain
137,591,312
413,994
64,297
There
were no broker non-votes on this proposal.
Proposal Three – Advisory Vote on the Compensation of the Company’s Named Executive Officers. The compensation of the Company’s named executive officers was approved, on an advisory basis.
For
Against
Abstain
Broker
Non-Votes
126,841,284
2,933,137
87,976
8,207,206
Proposal Four - Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation. One year as the frequency of holding future stockholder advisory votes on the compensation of named executive officers was approved, on an advisory basis.
One
Year
Two Years
Three Years
Abstain
129,177,299
29,023
51,063
605,012
There were no broker non-votes on this proposal.
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.