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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Appian Corporation    APPN

APPIAN CORPORATION

(APPN)
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APPIAN CORP : Submission of Matters to a Vote of Security Holders (form 8-K)

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06/12/2020 | 01:52pm EDT

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

On June 9, 2020, Appian Corporation (the "Company") held a virtual annual meeting of stockholders (the "Annual Meeting"). At the beginning of the Annual Meeting, there were 29,579,396 shares of Class A common stock and 30,770,196 shares of Class B common stock present at the Annual Meeting in person or by proxy, which represented approximately 93% of the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on April 15, 2020 (the "Record Date"), and holders of the Company's Class B common stock were entitled to ten votes for each share held as of the Record Date.

At the Annual Meeting, the Company's stockholders voted on the following four proposals: (i) election of seven nominees to serve as directors until the 2021 annual meeting of stockholders and until their respective successors are elected and qualified ("Proposal 1"), (ii) ratification of the selection by the Audit Committee of the Company's Board of Directors of BDO USA, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020 ("Proposal 2"), (iii) approval, on an advisory basis, of the compensation of the Company's named executive officers as described in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2020 ("Proposal 3"), and (iv) indication, on an advisory basis, on the preferred frequency of future stockholder advisory votes on the compensation of the Company's named executive officers ("Proposal 4"). The final results of the voting on each proposal are set forth below.

Proposal 1 - Election of Directors


The Company's stockholders re-elected all nominees for director. The votes were
cast as follows:

Name                              Votes For       Votes Withheld        Broker Non-Votes
Matthew Calkins                  323,509,876         1,717,161             12,054,319
Robert C. Kramer                 323,592,539         1,634,498             12,054,319
A.G.W. "Jack" Biddle, III        319,032,091         6,194,946             12,054,319
Prashanth "PV" Boccassam         323,383,001         1,844,036             12,054,319
Michael G. Devine                323,568,925         1,658,112             12,054,319
Barbara "Bobbie" Kilberg         323,485,861         1,741,176             12,054,319
Michael J. Mulligan              323,415,631         1,811,406             12,054,319


Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm

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

  Votes For        Votes Against       Abstained
 336,807,271          352,622           121,463


Proposal 3 - Advisory Vote on Executive Compensation

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

  Votes For        Votes Against       Abstained       Broker Non-Votes
 322,011,301          654,929          2,560,807          12,054,319


Proposal 4 - Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation

The Company's stockholders indicated, on a non-binding advisory basis, the preferred frequency for the solicitation of future advisory stockholder approval of compensation paid to the Company's named executive officers be held every year. The votes were cast as follows:

    1 year          2 years        3 years       Abstained
 324,954,403        98,656         114,994        58,984


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Consistent with the stockholder voting results above and the recommendation of the Board of Directors of the Company as disclosed in the Company's proxy statement for the Annual Meeting, the Company has determined to solicit a non-binding advisory vote on the compensation of the Company's named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote or until the Board of Directors of the Company determines that a different frequency of such non-binding advisory vote is in the best interest of the Company's stockholders.

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© Edgar Online, source Glimpses

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