UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 1, 2023, Confluent, Inc. (“Confluent”) held its 2023 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 5, 2023 (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 268,090,084 shares of Confluent’s Class A common stock and Class B common stock, together representing a total of 1,207,626,689 votes, or 95.04% of the eligible votes as of the Record Date. Confluent’s stockholders voted on four 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 18, 2023.
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 II directors to serve until Confluent’s 2026 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 | |||
| Matthew Miller |
1,153,570,623 | 1,053,328 | 53,002,738 | |||
| Eric Vishria |
1,153,739,728 | 884,223 | 53,002,738 | |||
| Michelangelo Volpi |
1,126,818,133 | 27,805,818 | 53,002,738 |
Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm.
The stockholders ratified the selection of PricewaterhouseCoopers LLP as Confluent’s independent registered public accounting firm for the year ending December 31, 2023. The voting results are set forth below:
| For |
Against |
Abstain | ||
| 1,206,940,988 | 438,418 | 247,283 |
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 | |||
| 1,144,715,995 | 9,094,121 | 813,835 | 53,002,738 |
Proposal 4 - Non-binding Advisory Vote on Frequency of Future Non-binding Advisory Votes on Compensation of Named Executive Officers.
The stockholders indicated, on a non-binding advisory basis, their preference for one year as the frequency of holding future non-binding advisory votes on the compensation of Confluent’s named executive officers. The voting results are set forth below:
| 1 Year |
2 Years |
3 Years |
Abstain | |||
| 1,153,514,452 | 211,695 | 766,547 | 131,257 |
Pursuant to the recommendation of Confluent’s board of directors and consistent with the stockholders’ preference, Confluent plans to hold future non-binding advisory votes on the compensation of its named executive officers every year. The next required non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of Confluent’s named executive officers will take place no later than at Confluent’s 2029 annual meeting of stockholders.
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.
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CONFLUENT, INC. | |||||
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By: | /s/ Melanie Vinson | ||||
| Dated: June 7, 2023 |
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Melanie Vinson | ||||
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Chief Legal Officer | ||||