UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(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) | (Zip Code) |
(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 Instructions 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 |
Name of each exchange | ||
| (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
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 June 12, 2024, Confluent, Inc. (“Confluent”) held its 2024 Annual Meeting of Stockholders (the “Meeting”). Holders of Confluent’s Class A common stock were entitled to one vote for each share held as of the close of business on April 15, 2024 (the “Record Date”) and holders of Confluent’s Class B common stock were entitled to ten votes for each share held as of the close of business on the Record Date. Present at the Meeting by virtual presence or by proxy were holders of 290,199,131 shares of Confluent’s Class A common stock and Class B common stock, together representing a total of 940,776,965 votes, or 96.39% of the eligible votes as of the Record Date. Confluent’s stockholders voted on three proposals at the Meeting, each of which is described in more detail in Confluent’s definitive proxy statement for the Meeting, filed with the Securities and Exchange Commission on April 24, 2024.
The final results with respect to each such proposal are set forth below:
Proposal 1 - Election of Directors.
The stockholders of Confluent elected each of the persons named below as Class III directors to serve until Confluent’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The voting results for each director nominee are set forth below:
| Director Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Lara Caimi |
884,504,133 | 5,315,649 | 50,957,183 | |||||||||
| Jonathan Chadwick |
846,614,596 | 43,205,186 | 50,957,183 | |||||||||
| Neha Narkhede |
822,897,395 | 66,922,387 | 50,957,183 | |||||||||
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm.
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as Confluent’s independent registered public accounting firm for the year ending December 31, 2024. The voting results are set forth below:
| For |
Against |
Abstain | ||
| 938,900,408 |
1,268,231 |
608,326 |
Proposal 3 - Non-binding Advisory Vote on Compensation of Named Executive Officers.
The stockholders approved, on a non-binding advisory basis, the compensation of Confluent’s named executive officers. The voting results are set forth below:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 872,671,509 |
16,911,186 | 237,087 | 50,957,183 |
1
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.
| CONFLUENT, INC. | ||||||
| By: | /s/ Melanie Vinson | |||||
| Dated: June 18, 2024 | Melanie Vinson | |||||
| Chief Legal Officer | ||||||
2