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): October 4, 2018

MIMECAST LIMITED

(Exact name of registrant as specified in its charter)

CityPoint, One Ropemaker Street, Moorgate

London EC2Y 9AW

United Kingdom, EC2Y9AW

(Address of principal executive offices) (Zip code)

(781) 996-5340 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:

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 October 4, 2018, Mimecast Limited, a company organized under the laws of the Bailiwick of Jersey, the Channel Islands (the “Company”), held its 2018 annual general meeting (“AGM”) of shareholders. There were 60,042,667 outstanding ordinary shares entitled to vote at the AGM as of October 2, 2018, the voting record date. At the AGM, the matters on which the shareholders voted, in person or by proxy were to:

The results of the voting were as follows:

Election of Directors:

Appointment of Ernst & Young LLP as Auditors:

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Authorisation to Determine Remuneration of Auditors:

Receipt of Company’s Accounts for the Fiscal Year Ended March 31, 2018:

Approve the Compensation of the Company’s Named Executive Officers:

Approve the Frequency of the Say-on-Pay Resolution:

Following the AGM, (i) Aron Ain and Stephen Ward continue to serve as Class I Directors of the Company and their term expires at the annual general meeting to be held in 2019; and (ii) Christopher FitzGerald and Neil Murray continue to serve as Class II Directors of the Company and their term expires at the annual general meeting to be held in 2020.

As disclosed above, at the AGM the Company’s shareholders voted on a non-binding, advisory resolution regarding the frequency of future advisory resolutions on named executive officer compensation. The Company’s shareholders voted for an advisory resolution on named executive officer compensation to be held every year, consistent with the recommendation of the Company’s Board of Directors. In response to the voting results and other factors, the Company’s Board of Directors determined on October 5, 2018 that the Company will hold an advisory resolution on named executive officer compensation every year. The Company will continue to hold advisory resolutions on named executive officer compensation every year until the Company’s Board of Directors decides to hold the next shareholder advisory resolution on the frequency of advisory resolutions, which shall be no later than the Company’s annual general meeting to be held in 2024.

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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.

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