UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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 5.07Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of the Company held on June 2, 2021 (the “Annual Meeting”), stockholders holding and entitled to vote 20,445,165 shares of common stock of the Company, or approximately 88.08% of the total outstanding shares of common stock on the record date for the Annual Meeting, which constituted a quorum, were present in person or by proxy. At the Annual Meeting, the stockholders voted on the following four proposals, each of which is described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2021. The voting results are reported below.
Proposal No. 1: Election of Directors. The following individuals were elected to the Board as Class III directors to hold office until the 2024 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until his or her earlier resignation or removal. The results of the election were as follows:
Nominee |
For |
Withheld |
Andrew Galligan |
12,741,332 |
3,400,593 |
Judi Hand |
12,679,754 |
3,462,171 |
William Pearce |
12,674,240 |
3,467,685 |
Broker Non-votes (all Directors)
4,303,240
______________________________
Proposal No. 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm. The stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2022. There were no broker non-votes on this proposal. The results of the ratification were as follows:
For |
Against |
Abstain |
20,387,226 |
19,075 |
38,864 |
Proposal No. 3: Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers. The stockholders approved, on an advisory basis, Ooma’s executive compensation for the fiscal year ended January 31, 2021. The voting results were as follows:
For |
Against |
Abstain |
Broker Non-votes |
15,840,199 |
234,080 |
67,646 |
4,303,240 |
Proposal No. 4: Frequency of Future Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers. The stockholders approved, on an advisory basis, the “One Year” frequency of future stockholder advisory votes on Ooma’s executive compensation. The voting results were as follows:
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-votes |
15,902,607 |
8,157 |
167,204 |
63,957 |
4,303,240 |
The results reported above are final voting results.
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.
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OOMA, INC. |
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Date: June 8, 2021 |
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By: |
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/s/ Jenny Yeh |
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Jenny Yeh |
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Vice President and General Counsel |