UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 11, 2020
ACTIVISION BLIZZARD, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-15839 | | 95-4803544 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
3100 Ocean Park Boulevard,
Santa Monica, CA | | 90405 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (310) 255-2000
(Former Name or Former Address, if Changed Since Last Report)
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common Stock, par value $.000001 per share | | ATVI | | The Nasdaq Global Select Market |
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)) |
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. |
(a) On June 11, 2020, Activision Blizzard, Inc. (the “Company”) held its annual meeting of stockholders via live audio webcast (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2020 (the “Proxy Statement”).
(b) The following is a brief description of each matter voted on at the Annual Meeting and the manner with respect to which votes were cast with respect to each matter and the number of abstentions and “broker non-votes” with respect to each matter, other than Proposal No. 3, with respect to which there are no broker non-votes.
Proposal No. 1: The following ten directors were elected to serve one-year terms expiring at the Company’s 2021 Annual Meeting of Stockholders, and until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal.
| | | For | | Against | | Abstain | | Broker Non-Vote |
| Reveta Bowers | | 625,976,063 | | 8,856,277 | | | 275,921 | | | 44,560,631 |
| Robert J. Corti | | 615,777,320 | | 18,893,018 | | | 437,923 | | | 44,560,631 |
| Hendrik Hartong III | | 632,273,191 | | 2,498,829 | | | 336,241 | | | 44,560,631 |
| Brian G. Kelly | | 620,821,239 | | 13,846,181 | | | 440,841 | | | 44,560,631 |
| Robert A. Kotick | | 631,237,350 | | 3,577,348 | | | 293,563 | | | 44,560,631 |
| Barry Meyer | | 627,328,453 | | 7,477,668 | | | 302,140 | | | 44,560,631 |
| Robert Morgado | | 597,587,527 | | 37,174,257 | | | 346,477 | | | 44,560,631 |
| Peter Nolan | | 633,568,944 | | 1,204,340 | | | 334,977 | | | 44,560,631 |
| Dawn Ostroff | | 634,251,728 | | 586,820 | | | 269,713 | | | 44,560,631 |
| Casey Wasserman | | 628,012,417 | | 6,768,587 | | | 327,257 | | | 44,560,631 |
Proposal No. 2: A non-binding, advisory proposal on the compensation of the Company’s executive officers named in the “Summary Compensation Table” in the Company’s Proxy Statement, as disclosed in that Proxy Statement pursuant to Item 402 of Regulation S-K, was approved.
| | | For | | Against | | Abstain | | Broker Non-Votes |
| | | 359,591,521 | | 273,966,895 | | 1,549,845 | | 44,560,631 |
| | | | | | | | | | | |
Proposal No. 3: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020 was ratified.
| | | For | | Against | | | Abstain | | |
| | | 666,606,185 | | 12,526,470 | | | 536,237 | | |
| | | | | | | | | | | |
Proposal No. 4: A stockholder proposal regarding political disclosures, was approved.
| | | For | | Against | | Abstain | | Broker Non-Votes |
| | | 357,184,580 | | 252,733,870 | | 25,189,811 | | 44,560,631 |
| | | | | | | | | | | |
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: June 17, 2020
| | ACTIVISION BLIZZARD, INC. |
| | |
| | By: | /s/ Chris B. Walther |
| | | Chris B. Walther |
| | | Chief Legal Officer |
