Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) As described in Item 5.07 below, the stockholders ofCommvault Systems, Inc. (the "Company"), approved theCommvault Systems, Inc. Omnibus Incentive Plan as amended by the Fifth Amendment (the "Incentive Plan") at the Company's annual meeting of stockholders (the "2021 Annual Meeting"). Pursuant to the Incentive Plan, the Company may grant awards to its officers, employees, directors, consultants, independent contractors and agents and those of its affiliates. Awards that may be granted under the Incentive Plan include stock options, stock appreciation rights, full value awards (including restricted stock, restricted stock units, performance shares or units and other stock-based awards) and cash-based awards. The Fifth Amendment increased the number of shares available for issuance under the Incentive Plan by 2,000,000 shares for a total of 10,050,000 shares of Common Stock.
A more complete description of the Incentive Plan is contained in the Company's
proxy statement , datedJune 25, 2021 , as filed with the Securities andExchange Commission ("Proxy Statement"), under the heading "Proposal No. 3 - Approval of the Omnibus Incentive Plan, as amended by the Fifth Amendment," which is incorporated herein by reference and such description is qualified in its entirety by reference to the complete text of the Incentive Plan, which is contained in Annex A to the Proxy Statement, which is also incorporated herein by reference. 2
--------------------------------------------------------------------------------
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2021 Annual Meeting onAugust 19, 2021 , at which the Company's stockholders voted (1) on the election of Directors for a term to expire at the 2022 annual meeting of stockholders, (2) to ratify the appointment ofErnst & Young LLP as the Company's independent public accountants for the fiscal year endingMarch 31, 2022 , (3) to approve additional shares to be available for grant under the Incentive Plan, and (4) on a non-binding, advisory basis, on executive compensation. The vote on such matters was as follows:
1. Election of directors for a term to expire at the 2022 annual meeting of stockholders
Election of
For Against Abstain Broker Non-Vote 37,588,820 1,820,230 58,335 3,964,761
Election of Vivie "YY" Lee:
For Against Abstain Broker Non-Vote 38,406,564 1,006,695 54,126 3,964,761
Election of
For Against Abstain Broker Non-Vote 38,320,560 1,110,675 36,150 3,964,761
2. Ratify appointment of
For Against Abstain Broker Non-Vote 41,242,429 2,117,423 72,294 -
3. Approval of additional shares to be available under the Company's 2016 Omnibus Incentive Plan (as amended by the Fifth Amendment thereof)
For Against Abstain Broker Non-Vote 33,985,073 5,394,943 87,369 3,964,761
4. Non-binding, advisory vote on the Company's executive compensation
For Against Abstain Broker Non-Vote 38,340,352 1,016,974 110,059 3,964,761 Consistent with the results of the stockholder advisory vote on the frequency of the advisory vote on executive compensation conducted at the 2017 annual meeting of stockholders, it shall be the Company's policy to submit the compensation of its named executive officers to stockholders for a non-binding advisory vote every year, at least until the next required vote on the frequency of stockholder votes on the compensation of executives.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits None. 3
--------------------------------------------------------------------------------
© Edgar Online, source