SEC Info - JFrog Ltd. - ‘8-K’ for 5/13/21

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JFrog Ltd. – ‘8-K’ for 5/13/21

On: Monday, 5/17/21, at 4:30pm ET · For: 5/13/21 · Accession #: 950170-21-263 · File #: 1-39492

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/17/21  JFrog Ltd.                        8-K:5       5/13/21   10:187K                                   Donnelley … Solutions/FA

Current Report — Form 8-K

Filing Table of Contents

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 6: R1          Document And Entity Information                     HTML     47K 
 8: XML         IDEA XML File -- Filing Summary                      XML     11K 
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 7: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 3: EX-101.LAB  XBRL Labels -- frog-20210513_lab                     XML     41K 
 2: EX-101.PRE  XBRL Presentations -- frog-20210513_pre              XML     32K 
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 9: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    17K 
10: ZIP         XBRL Zipped Folder -- 0000950170-21-000263-xbrl      Zip     10K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C: C:

8-K

i 0001800667 i false00018006672021-05-132021-05-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM i 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): i May 13, 2021

i JFrog Ltd.

(Exact name of Registrant as Specified in Its Charter)


i Israel	i 001-39492	i 98-0680649
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

i 270 E. Caribbean Drive
i Sunnyvale, i California		i 94089
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: i (408) i 329-1540

(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:

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
i Ordinary Shares, NIS 0.01 par value	i FROG	i NASDAQ Global Select Market

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. i ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On May 13, 2021, JFrog Ltd. (“JFrog” or the “Company”) held an annual general meeting of shareholders (the “Annual General Meeting”) at the Company’s offices at 270 E. Caribbean Drive, Sunnyvale, California 94089. As of the close of business on April 12, 2021, the record date for the Annual General Meeting (the “Record Date”), there were 93,486,473 ordinary shares of JFrog issued and outstanding and entitled to vote at the Annual General Meeting. As of the Record Date, there were no preferred shares of JFrog issued and outstanding. At least 33 and 1/3rd of the issued JFrog shares were present or represented at the Annual General Meeting with respect to the proposals below, constituting a quorum for purposes of each proposal.

(b) The certified results of the matters voted on at the Annual General Meeting are set forth below, with fractional share totals rounded down to the nearest whole share.

Proposal No. 1 - Election of Shlomi Ben Haim, Jessica Neal and Jeff Horing as directors for a term of three (3) years, expiring at the end of the 2024 annual general meeting of shareholders or until their respective successors are duly elected and qualified or until such director’s earlier death, resignation or removal:


Nominee	For	Against	Abstain	Broker Non-Votes
Shlomi Ben Haim	67,030,108	2,918,066	7,660	10,358,361
Jessica Neal	67,028,336	2,919,805	7,695	10,358,362
Jeff Horing	66,725,638	3,221,889	8,308	10,358,362

Each of the above nominees was elected.

Proposal No. 2 – Approval and ratification of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent auditors of the Company for the period ending at the close of the next annual general meeting:


For	Against	Abstain	Broker Non-Votes
80,221,139	74,135	18,918	—

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 3 – Approval of changes to the compensation of Shlomi Ben Haim, JFrog’s Chief Executive Officer, as described in the Company’s Proxy Statement dated April 5, 2021 (the “Proxy Statement”):


For	Against	Abstain	Broker Non-Votes
63,483,147	6,461,234	11,458	10,358,358

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 4 – Approval of changes to the compensation of Yoav Landman, JFrog’s Chief Technology Officer, as described in the Proxy Statement:


For	Against	Abstain	Broker Non-Votes
63,485,549	6,458,866	11,419	10,358,362

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 5 – Approval of changes to the compensation of Frederic Simon, JFrog’s Chief Data Scientist, as described in the Proxy Statement:


For	Against	Abstain	Broker Non-Votes
63,487,171	6,457,166	11,498	10,358,362

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

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.


			Jfrog Ltd.

Date:	May 17, 2021	By:	/s/ *Jacob Shulman*
			Jacob Shulman Chief Financial Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on:	5/17/21	4
For Period end:	5/13/21	4, DEF 14A, PRE 14A
	4/12/21
	4/5/21	DEF 14A
		List all Filings

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Filing Submission 0000950170-21-000263 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

JFrog Ltd. – ‘8-K’ for 5/13/21

On: Monday, 5/17/21, at 4:30pm ET · For: 5/13/21 · Accession #: 950170-21-263 · File #: 1-39492

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Current Report — Form 8-KFiling Table of Contents

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K

Filing Table of Contents