Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 12, 2022, in accordance with the recommendation from the Board of Directors and approval by the majority of the shares of Common Stock of 8x8, Inc. (the "Company"), the Company filed a Certificate of Amendment to the Certificate of Incorporation (the "Amendment") with the Secretary of the State of the State of Delaware to increase the number of authorized shares of the Company's Common Stock (the "Common Stock") from 200,000,000 authorized shares to 300,000,000 authorized shares. The additional shares of Common Stock authorized by the Amendment have rights identical to the Company's currently outstanding Common Stock. The Amendment became effective upon its filing with the Secretary of State of the State of Delaware.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the form thereof, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On July 12, 2022, 8x8, Inc. (the "Company") held its annual meeting of stockholders for calendar year 2022 (the "Annual Meeting"), at which a quorum for the transaction of business was present virtually or represented by proxy. The stockholders voted on the following proposals at the Annual Meeting:

1.Election of eight directors to hold office until the 2023 Annual Meeting of Stockholders of the Company, and until their respective successors have been duly elected and qualified. The Company's nominees were Jaswinder Pal Singh, David Sipes, Monique Bonner, Todd Ford, Alison Gleeson, Vladimir Jacimovic, Eric Salzman and Elizabeth Theophille.

2.Ratification of the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023.

3.Approval, on an advisory basis, of the Company's executive compensation for the fiscal year ended March 31, 2022.

4.Approval of the Company's 2022 Equity Incentive Plan, including the reservation of 8,000,000 new shares for issuance thereunder.

5.Approval of amendments to the Company's Amended and Restated 1996 Employee Stock Purchase Plan, including the reservation of 3,600,000 additional shares for issuance thereunder.

6.Approval of an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 200,000,000 to 300,000,000 shares.

Final voting results were as follows:

Proposal One: Election of Directors


                             For        Withheld    Broker Non-Vote
Jaswinder Pal Singh       85,987,580    2,103,225     13,611,609
David Sipes               86,825,741    1,265,064     13,611,609
Monique Bonner            86,750,335    1,340,470     13,611,609
Alison Gleeson            86,085,296    2,005,509     13,611,609
Todd Ford                 86,651,207    1,439,598     13,611,609
Vladimir Jacimovic        86,899,562    1,191,243     13,611,609
Eric Salzman              85,832,761    2,258,044     13,611,609
Elizabeth Theophille      86,783,977    1,306,828     13,611,609

Each of the Company's nominees was elected to serve as a director until the next annual meeting of stockholders, and until such director's successor has been elected and qualified.

Proposal Two: Ratification of Independent Registered Public Accounting Firm



     For         Against     Abstain    Broker Non-Vote
 100,868,826     651,398     182,190           -




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The stockholders ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023.

Proposal Three: Advisory Vote on Executive Compensation

For Against Abstain Broker Non-Vote

84,934,742 2,703,319 452,744 13,611,609

The stockholders approved, on an advisory basis, the Company's executive compensation for the fiscal year ended March 31, 2022.

Proposal Four: Approval of the Company's 2022 Equity Incentive Plan, including the reservation of 8,000,000 new shares for issuance thereunder

For Against Abstain Broker Non-Vote

63,018,499 24,667,223 405,083 13,611,609

The stockholders approved the Company's 2022 Equity Incentive Plan, including the reservation of 8,000,000 new shares for issuance thereunder.

Proposal Five: Approval of amendments to the Company's Amended and Restated 1996 Employee Stock Purchase Plan, including the reservation of 3,600,000 additional shares for issuance



     For         Against     Abstain    Broker Non-Vote
  86,592,507    1,112,549    385,749      13,611,609

The stockholders approved the amendments to the Company's Amended and Restated 1996 Employee Stock Purchase Plan, including the reservation of 3,600,000 additional shares for issuance.

Proposal Six: Approval of an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 200,000,000 to 300,000,000 shares

For Against Abstain Broker Non-Vote


  99,549,662    2,049,037    103,715           -

The stockholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 200,000,000 to 300,000,000 shares.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits


Exhibit No.   Description

3.1 Certificate of Amendment to the Re stated Certificate

of Incorporatio n of 8x8, I nc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document

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