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): May 25, 2023
TRINET GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-36373 | 95-3359658 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| One Park Place, Suite 600 | | |
| Dublin, | CA | | 94568 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (510) 352-5000
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock par value $0.000025 per share | TNET | 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 May 25, 2023, TriNet Group, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (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 on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 13, 2023. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1. Stockholders elected each of the four nominees below as Class III directors to serve until the Company’s 2026 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:
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| Director Name | Votes For | Votes Withheld | Broker Non-Votes | Total |
| Michael J. Angelakis | 50,759,542 | 1,376,577 | 4,599,323 | 56,735,442 |
| Burton M. Goldfield | 51,506,386 | 629,733 | 4,599,323 | 56,735,442 |
| David C. Hodgson | 50,650,931 | 1,485,188 | 4,599,323 | 56,735,442 |
| Jacqueline Kosecoff | 40,911,398 | 11,224,721 | 4,599,323 | 56,735,442 |
Proposal 2. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes | Total |
| 51,250,440 | 860,110 | 25,569 | 4,599,323 | 56,735,442 |
Proposal 3. Stockholders ratified the selection by the Finance and Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes | Total |
| 56,689,557 | 23,108 | 22,777 | 0 | 56,735,442 |
Proposal 4. Stockholders approved the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The voting results were as follows:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes | Total |
| 46,312,735 | 5,794,845 | 28,539 | 4,599,323 | 56,735,442 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit Number | Description |
| 3.1 | Amended and Restated Certificate of Incorporation of TriNet Group, Inc. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
INDEX TO EXHIBITS
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| Exhibit Number | Description |
| 3.1 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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.
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| | | TriNet Group, Inc. |
| Date: | May 30, 2023 | By: | /s/ Samantha Wellington |
| | | Samantha Wellington |
| | | Executive Vice President, Business Affairs, Chief Legal Officer and Secretary |
