Item 5.07. Submission of Matters to a Vote of Security Holders.
OnJune 1, 2022 ,Coinbase Global, Inc. (the "Company") held its 2022 annual meeting of stockholders (the "Annual Meeting"). The Company's stockholders voted on four proposals at the Annual Meeting, each of which is described below as well as more fully in the Company's definitive proxy statement filed with theSecurities and Exchange Commission onApril 20, 2022 , as supplemented onMay 10, 2022 (the "Proxy Statement"). At the start of the Annual Meeting, there were 106,190,923 shares of the Company's Class A Common Stock, par value$0.00001 (the "Class A Common Stock") and 48,293,094 shares of the Company's Class B Common Stock, par value$0.00001 (the "Class B Common Stock") present in person or by proxy, together representing 94.06% of the combined voting power of all issued and outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, the holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business onApril 8, 2022 (the "Record Date") and the holders of the Company's Class B common stock were entitled to twenty votes for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters.
At the Annual Meeting, the Company's stockholders voted on the following proposals:
1.To elect Frederick Ernest Ehrsam III, Tobias Lütke, andFred Wilson to serve until the Company's 2023 annual meeting of stockholders or until such director's successor is duly elected and qualified. 2.To ratify the appointment ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the year endingDecember 31, 2022 . 3.To approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers as disclosed in the Proxy Statement. 4.To select, on a non-binding advisory basis, whether future advisory votes on the compensation paid by the Company to its named executive officers should be held every one, two or three years.
The final voting results for each of these proposals are as follows:
Proposal 1: Election of Directors.
Nominee Votes For Votes Withheld Broker Non-Votes Frederick Ernest Ehrsam III 1,009,332,087 17,380,053 45,340,663 Tobias Lütke 1,026,120,329 591,811 45,340,663 Fred Wilson 1,010,785,572 15,926,568 45,340,663
Each of the three nominees for director was elected to serve until the Company's 2023 annual meeting of stockholders and until his successor has been duly elected and qualified.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. Votes For Votes Against Abstentions Broker Non-Votes 1,071,266,018 604,157 182,628 -
The stockholders ratified the appointment of
--------------------------------------------------------------------------------
Proposal 3: Advisory Vote on the Compensation of the Named Executive Officers. Votes For Votes Against Abstentions Broker Non-Votes 1,023,716,953 2,774,563 220,624 45,340,663
The stockholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers.
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executive Officers.
1 Year 2 Years 3 Years Abstentions Broker Non-Votes 40,420,297 2,803,546 983,356,865 131,432 45,340,663 The stockholders advised that they were in favor of three years as the frequency of holding future advisory votes on the compensation of the Company's named executive officers. In accordance with the voting results for this proposal, the Company's board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers every three years. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation of named executive officers.
--------------------------------------------------------------------------------
© Edgar Online, source