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 20, 2024
UiPath, Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-40348 | | 47-4333187 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | |
One Vanderbilt Avenue, 60th Floor New York, New York | | | | 10017 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
| | | | |
Registrant’s Telephone Number, Including Area Code: (844) 432-0455 |
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
Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.00001 per share | | PATH | | New York Stock Exchange |
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 20, 2024, UiPath, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Meeting, the holders of 361,931,609 shares of the Company’s Class A common stock and 82,452,748 shares of the Company’s Class B common stock were represented in person or by proxy, which represented 96.20% of the voting power of the shares issued and outstanding and entitled to vote, constituting a quorum.
At the Annual Meeting, Proposals 1, 2, and 3 were approved by the Company’s stockholders and no other business was properly brought before the Annual Meeting. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on May 9, 2024 (the “Proxy Statement”).
The votes for each proposal are set forth below.
1.At the Annual Meeting, the vote on the proposal to elect eight (8) directors to serve on the Company’s Board until the 2025 annual meeting of stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier death, disability, resignation, retirement, disqualification, or removal from office, was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | FOR | | WITHHELD | | BROKER NON-VOTE |
| Daniel Dines | | 3,125,747,405 | | 70,119,803 | | 51,910,581 |
| Philippe Botteri | | 3,127,330,446 | | 68,536,762 | | 51,910,581 |
| Michael Gordon | | 3,193,548,386 | | 2,318,822 | | 51,910,581 |
| Daniel Springer | | 3,127,649,839 | | 68,217,369 | | 51,910,581 |
| Laela Sturdy | | 3,106,405,989 | | 89,461,219 | | 51,910,581 |
| Karenann Terrell | | 3,193,684,570 | | 2,182,638 | | 51,910,581 |
| Rich Wong | | 3,125,943,984 | | 69,923,224 | | 51,910,581 |
| June Yang | | 3,194,693,085 | | 1,174,123 | | 51,910,581 |
2. At the Annual Meeting, the vote to approve, on a non-binding advisory basis, the compensation paid to our named executive officers (“say-on-pay vote”), was as follows:
| | | | | | | | | | | | | | | | | | | | |
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
| 3,043,632,948 | | 151,446,769 | | 787,491 | | 51,910,581 |
3. At the Annual Meeting, the vote to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025, was as follows:
| | | | | | | | | | | | | | |
| FOR | | AGAINST | | ABSTAIN |
| 3,246,276,355 | | 884,683 | | 616,751 |
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.
| | | | | | | | |
| UiPath, Inc. |
| | |
| By: | | /s/ Brad Brubaker |
| | Chief Legal Officer and Secretary |
| | |
| Date: | | June 26, 2024 |
