UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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): June 16, 2023 (June 13, 2023)
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s Telephone Number, Including Area Code: (703 ) 442-8844
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):
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2023, the Company held a virtual annual meeting of stockholders (the “Annual Meeting”). There were 63,912,863 shares of Class A and Class B common stock of the 72,960,504 shares of Class A and Class B common stock outstanding on April 14, 2023 (the “Record Date”) present at the Annual Meeting in person or by proxy, which represented approximately 92.58% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on the Record Date, and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the Record Date.
At the Annual Meeting, the Company’s stockholders voted on the following three proposals: (i) election of eight nominees to serve as directors until the 2024 annual meeting of stockholders and until their respective successors are elected and qualified (“Proposal 1”); (ii) ratification of the selection by the Audit Committee of the Company’s Board of Directors of BDO USA, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023 (“Proposal 2”); and (iii) approval, on an advisory basis, of the compensation of the Company's named executive officers as described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2023 (“Proposal 3”). The final results of the voting on each proposal are set forth below.
Proposal 1 – Election of Directors
The Company’s stockholders elected all nominees for director. The votes were cast as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Matthew Calkins | 319,570,471 | 2,515,496 | 7,908,982 | |||||||||||||||||
| Robert C. Kramer | 319,281,553 | 2,804,414 | 7,908,982 | |||||||||||||||||
| A.G.W. "Jack" Biddle, III | 321,638,978 | 446,989 | 7,908,982 | |||||||||||||||||
| Shirley A. Edwards | 321,842,728 | 243,239 | 7,908,982 | |||||||||||||||||
| Barbara "Bobbie" Kilberg | 317,606,512 | 4,479,455 | 7,908,982 | |||||||||||||||||
| Mark Lynch | 319,420,425 | 2,665,542 | 7,908,982 | |||||||||||||||||
| William D. McCarthy | 319,313,239 | 2,772,728 | 7,908,982 | |||||||||||||||||
| Michael J. Mulligan | 315,827,368 | 6,258,599 | 7,908,982 | |||||||||||||||||
Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders approved Proposal 2. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||||
| 329,763,372 | 153,536 | 78,041 | ||||||||||||
Proposal 3 – Advisory Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes were cast as follows:
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 311,554,310 | 10,430,187 | 101,470 | 7,908,982 | |||||||||||||||||
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 thereunto duly authorized.
| Appian Corporation | |||||||||||
Date: | By: | /s/ Mark Matheos | |||||||||
| Mark Matheos | |||||||||||
| Chief Financial Officer | |||||||||||