Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in Item 5.07 below, at the 2020 annual meeting of stockholders of
ServiceSource International, Inc. (the "Company") held on May 14, 2020 (the
"Annual Meeting"), the stockholders voted to approve the Company's 2020 Equity
Incentive Plan (the "2020 Equity Incentive Plan"). The 2020 Equity Incentive
Plan provides for (i) a reserve of 6,200,000 shares of the Company's common
stock that may be issued pursuant to awards under the 2020 Equity Incentive Plan
and (ii) a term that expires on March 4, 2025. Permitted awards under the 2020
Equity Incentive Plan include, but are not limited to, options, stock
appreciation rights, restricted stock, restricted stock units, performance stock
units, and other cash and stock-based awards. The principal terms of the 2020
Equity Incentive Plan are described in the Company's definitive proxy statement
for the Annual Meeting, filed with the Securities and Exchange Commission on
April 1, 2020 (the "Proxy Statement"), which description is incorporated herein
by reference and is qualified in its entirety by the full text of the 2020
Equity Incentive Plan, which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
On May 14, 2020, following the approval of the 2020 Equity Incentive Plan by the
Company's stockholders, the Company's board of directors (the "Board")
terminated the 2011 Equity Incentive Plan (the "2011 Equity Incentive Plan")
with the effect that (i) no further awards may be issued under the 2011 Equity
Incentive Plan, and (ii) all outstanding awards under the 2011 Equity Incentive
Plan shall continue on and be unaffected by the termination of the 2011 Equity
Incentive Plan.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, 83,610,303 of the 95,037,592 shares of common stock
outstanding as of March 19, 2020, the record date, were represented at the
meeting in person or by proxy, constituting 88% of the outstanding shares
entitled to vote and a valid quorum. The stockholders of the Company voted on
the following proposals at the Annual Meeting, each of which is more fully
described in the Proxy Statement:
1. To elect eight nominees for director;
2. To authorize the Board, in its discretion, to amend the Company's certificate
of incorporation to effect a reverse stock split of the Company's common stock
in a ratio of not less than one-for-five and not more than one-for-ten, to be
determined by the Board;
3. To approve the 2020 Equity Incentive Plan;
4. To approve, on an advisory basis, the Company's 2019 executive compensation;
and
5. To ratify the appointment of Ernst & Young LLP as the Company's independent
registered public accounting firm for the Company's fiscal year ending December
31, 2020.

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 The voting results for each of these proposals are detailed below.
1. Election of Directors
Nominee                      For             Against         Abstain         Broker Non-votes
Andrew M. Baker           67,952,303        1,033,024        483,234            14,141,742
John R. Ferron            67,762,064        1,230,693        475,804            14,141,742
John R. Harris            67,762,112        1,223,215        483,234            14,141,742
John A. Meyer             67,952,084        1,033,213        483,264            14,141,742
Gary B. Moore             67,483,076        1,435,642        549,843            14,141,742
Jane Okun Bomba           67,710,795        1,286,182        471,584            14,141,742
Robin L. Smith            67,900,197        1,088,950        479,414            14,141,742
Richard G. Walker         64,365,477        4,553,235        549,849            14,141,742

The stockholders voted to elect each director nominee to serve until the Company's 2021 annual meeting of stockholders and until their successors are duly elected and qualified. Following the Annual Meeting, the Board passed a resolution to reduce the size of the Board to eight members. 2. Vote to authorize the Board, in its discretion, to amend the Company's certificate of incorporation to effect a reverse stock split of the Company's common stock in a ratio of not less than one-for-five and not more than one-for-ten, to be determined by the Board.


     For             Against        Abstained        Broker Non-votes
  80,835,290        2,264,768        510,244                0

The stockholders voted to authorize the Board to amend the Company's certificate of incorporation to effect a reverse stock split of the Company's common stock. 3. Vote to approve the 2020 Equity Incentive Plan


     For             Against        Abstained        Broker Non-votes
  68,170,208         684,595         613,758            14,141,742

The stockholders voted to approve the 2020 Equity Incentive Plan. 4. Advisory vote on the Company's 2019 executive compensation


     For             Against        Abstained        Broker Non-votes
  67,679,434        1,195,428        593,699            14,141,742

The stockholders voted, on a non-binding advisory basis, to approve the Company's 2019 executive compensation. 5. Ratification of the selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2020


     For             Against        Abstained        Broker Non-votes
  82,866,485         220,422         523,396                0


The stockholders voted to ratify the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the Company's fiscal
year ending December 31, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.        Description
     10.1          2020 Equity Incentive Plan.

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