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): December 29, 2023
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RINGCENTRAL, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-36089 | 94-3322844 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
20 Davis Drive, Belmont, CA 94002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 472-4100
(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 Instruction 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 Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock | | RNG | | New York Stock Exchange |
| par value $0.0001 | | | | |
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 December 29, 2023, RingCentral, Inc. (the "Company") held its 2023 annual meeting of stockholders virtually (the "Annual Meeting").
Stockholders of record of the Company at the close of business on November 10, 2023 (the “Record Date”) were entitled to vote at the Annual Meeting.
Each share of Class A common stock was entitled to one vote on each proposal, each share of Class B common stock was entitled to ten votes on each proposal, and each share of Series A convertible preferred stock was, on an as-converted basis, entitled to one vote on each proposal. The Class A common stock, Class B common stock, and Series A convertible preferred stock voted as a single class on all matters.
Present at the Annual Meeting in person (including virtually) or by proxy were holders of 71,039,185 shares of Class A common stock, representing 71,039,185 votes of Class A common stock, and 9,641,205 shares of Class B common stock, representing 96,412,050 votes of Class B common stock, together representing a total of 167,451,235 votes, or approximately 91.09% of the eligible votes, and constituting a quorum.
The stockholders of the Company voted on the following items at the Annual Meeting:
1.To elect seven (7) directors to the Company's Board of Directors (the "Board") to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified;
2.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023; and
3.To approve, on an advisory (non-binding) basis, the named executive officers’ compensation as disclosed in the proxy statement.
The voting results for each of these proposals are detailed below.
Proposal 1: The Company’s stockholders elected seven directors to the Board to serve for a one year term until the 2024 annual meeting of stockholders. The votes for each director were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Withheld | | Broker Non-Votes |
| Vladimir Shmunis | | 156,237,563 | | 2,910,811 | | 8,302,861 |
| Kenneth Goldman | | 130,008,109 | | 29,140,265 | | 8,302,861 |
| Robert Theis | | 132,402,733 | | 26,745,641 | | 8,302,861 |
| Allan Thygesen | | 125,517,547 | | 33,630,827 | | 8,302,861 |
| Neil Williams | | 158,579,352 | | 569,022 | | 8,302,861 |
| Mignon Clyburn | | 158,782,189 | | 366,185 | | 8,302,861 |
| Ned Segal | | 158,954,966 | | 193,408 | | 8,302,861 |
Proposal 2. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding the proposal were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 166,733,613 | | 492,922 | | 224,700 | | |
Proposal 3. The Company’s stockholders voted, on an advisory basis, in favor of the named executive officers’ compensation as disclosed in the proxy statement. The votes regarding the proposal were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 102,148,289 | | 56,957,801 | | 42,284 | | 8,302,861 |
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.
Date: January 2, 2024
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| RINGCENTRAL, INC. |
| |
| By: | /s/ Sonalee Parekh |
| Name: | Sonalee Parekh |
| Title: | Chief Financial Officer |
