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)
August 10, 2017
BARRACUDA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36162 | 83-0380411 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3175 S. Winchester Blvd.
Campbell, California 95008
(Address of principal executive offices, including zip code)
(408) 342-5400
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
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 August 10, 2017, Barracuda Networks, Inc. (“Barracuda”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting, as disclosed in the proxy statement relating to the Annual Meeting, and the results of such voting are set forth below.
Proposal One – Election of Directors. The following nominees were elected as Class I directors to serve until the 2020 annual meeting of stockholders or until their respective successors are duly elected and qualified.
| Nominee |
Votes For |
Withheld |
Broker Non-Votes | |||
| William D. “BJ” Jenkins, Jr. |
31,661,235 | 630,027 | 8,745,939 | |||
| Chet Kapoor |
31,928,386 | 362,876 | 8,745,939 |
Proposal Two – Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as Barracuda’s independent registered public accounting firm for its fiscal year ending February 28, 2018 was ratified.
| Votes For |
Votes Against |
Abstentions | ||
| 40,808,632 |
207,828 | 20,741 |
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.
| BARRACUDA NETWORKS, INC. | ||
| By: | /s/ Diane C. Honda | |
| Diane C. Honda | ||
| Vice President, General Counsel & Secretary | ||
Date: August 11, 2017