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 6, 2020
PING IDENTITY HOLDING CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39056 | 81-2933383 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) | |||
1001 17th Street, Suite 100, Denver, CO |
80202 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| (303) 468-2900 | ||||
| (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:
| ¨ | 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).
| x | 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. |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: | ||
| Common Stock, $0.001 par value | PING | New York Stock Exchange |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2020, Ping Identity Holding Corp. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in the Company’s 2020 Proxy Statement filed with the Securities and Exchange Commission on March 27, 2020. The final voting results for each of the proposals submitted to a vote of the shareholders are set forth below:
1. Election of Class I Directors:
| Name | For | Withheld | Broker Non-Votes | |||||
| David A. Breach | 68,687,976 | 5,082,259 | 2,417,790 | |||||
| Michael Fosnaugh | 67,674,245 | 6,095,990 | 2,417,790 | |||||
| Brian N. Sheth | 68,687,585 | 5,082,650 | 2,417,790 | |||||
2. The approval, by an advisory vote, to retain the classified structure of the Company’s Board of Directors:
| For | Against | Abstain | Broker Non-Votes | |||||
| 66,247,806 | 7,285,486 | 236,943 | 2,417,790 | |||||
3. The approval, by an advisory vote, to retain the supermajority voting standards in the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws:
| For | Against | Abstain | Broker Non-Votes | |||||
| 66,252,792 | 7,279,148 | 238,295 | 2,417,790 | |||||
4. The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020:
| For | Against | Abstain | Broker Non-Votes | |||||
| 76,107,309 | 49,215 | 31,501 | N/A | |||||
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.
| PING IDENTITY HOLDING CORP. | ||
| Date: May 11, 2020 | By: | /s/ Lauren Romer |
| Name: | Lauren Romer | |
| Title: | Chief Legal Officer | |