Item 3.03 Material Modification to Rights of Security Holders.

At the 2020 Annual Meeting of Stockholders (the "Annual Meeting") of Alarm.com Holdings, Inc. (the "Company"), and as further described in Item 5.07 below, upon the recommendation of the Board of Directors, the Company's stockholders voted on and approved amendments to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to eliminate supermajority voting requirements for (i) amendments to the Company's Charter and (ii) stockholder amendments to the Company's Bylaws ("Proposal 5").

In connection with Proposal 5, the Board of Directors approved conforming amendments to the Company's Amended and Restated Bylaws ("Bylaws") contingent upon stockholder approval and implementation of Proposal 5.

This description is a summary of the amendments to the Charter and Bylaws and is qualified in its entirety by reference to Proposal 5 in the definitive proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on April 23, 2020 (the "Proxy Statement") and the full text of the redlined Charter filed as Appendix A to the Proxy Statement and the redlined Bylaws filed as Appendix B to the Proxy Statement.

The amendments to the Company's Charter became effective on June 9, 2020 upon filing of a certificate of amendment with the Secretary of State of Delaware. The amendments to the Company's Bylaws also became effective at that time.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 3, 2020, the Company held its Annual Meeting, at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following five proposals: (1) to elect two nominees for director to hold office until the Company's 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified ("Proposal 1"), (2) to ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020 ("Proposal 2"), (3) to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement ("Proposal 3"), (4) to consider, if properly presented at the Annual Meeting, a non-binding stockholder proposal requesting the Company's Board of Directors to take each step necessary to amend the Company's Charter and Bylaws to reorganize the Board of Directors into one class, with each director subject to election each year for a one-year term ("Proposal 4") and (5) to amend the Company's Charter to eliminate supermajority voting requirements for (i) amendments to the Company's Charter and (ii) stockholder amendments to the Company's Bylaws. The final results of the voting on each proposal are set forth below.

Proposal 1 - Election of Directors

The Company's stockholders elected the two persons listed below as directors, each to serve until the Company's 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:





Nominee              For            Against       Abstain       Broker Non-Votes
Timothy McAdam     33,083,963       9,226,942       77,682           3,116,344
Simone Wu          41,485,639        825,010        77,938           3,116,344

Proposal 2 - Ratification of the Selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2020


The Company's stockholders approved Proposal 2. The votes cast were as follows:




    For           Against      Abstain
  45,177,545       269,349       58,037

There were no broker non-votes with respect to Proposal 2.

Proposal 3 - Advisory Vote on Executive Compensation

The Company's stockholders approved, on a non-binding advisory basis, Proposal 3. The votes cast were as follows:





    For            Against       Abstain       Broker Non-Votes
  41,026,437       1,317,525       44,624           3,116,345

Proposal 4 - Stockholder Proposal to Elect Each Director Annually

The stockholder proposal requesting the Company's Board of Directors to take each step necessary to amend the Company's Charter and Bylaws to reorganize the Board of Directors into one class, with each director subject to election each year for a one-year term was approved by the Company's stockholders on a non-binding basis. This proposal is only a request that the Company's Board of Directors take the necessary steps to obtain the necessary stockholder approval for such an amendment to the Company's Charter and Bylaws and is not an approved amendment to the Company's Charter and Bylaws at this time. The votes cast were as follows:





    For            Against        Abstain       Broker Non-Votes
  26,242,415       16,093,894       52,277           3,116,345

Proposal 5 - Amendment of the Company's Charter to Eliminate Supermajority Voting Requirements

The Company's stockholders approved and adopted the amendment to the Company's Charter to eliminate supermajority voting requirements for (i) amendments to the Company's Charter and (ii) stockholder amendments to the Company's Bylaws. The votes cast were as follows:





    For            Against       Abstain       Broker Non-Votes
  33,670,426       8,701,162       16,999           3,116,344

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits. The following Exhibits are filed as part of this Current Report on
Form 8-K.



Exhibit No.   Description
  3.1           Amended and Restated Certificate of Incorporation as of June 9,
              2020
  3.2           Amended and Restated Bylaws as of June 9, 2020
104           Cover Page Interactive Data File (the cover page XBRL tags are
              embedded within the Inline XBRL document)

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