COMMVAULT SYSTEMS, INC. Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Commvault Systems, Inc. (the "Company") held its annual meeting of stockholders (the "2020 Annual Meeting") onAugust 27, 2020 . At the 2020 Annual Meeting, the stockholders of the Company approved and adopted a proposal to amend the Company's amended and restated Certificate of Incorporation (as so amended, the "Certificate of Incorporation") to declassify the board of directors of the Company (the "Board") and provide for the annual election of directors (such amendment, the "Certificate Amendment"). The Certificate Amendment was previously approved and adopted by the Board, subject to stockholder approval. The Company filed the Certificate Amendment with theDelaware Secretary of State, and it became effective onAugust 27, 2020 . Directors who have been elected to three-year terms prior to the effective date of the Certificate Amendment (including directors elected at the 2020 Annual Meeting) will complete their three-year terms. Directors whose terms expire in 2021 and 2022 (or their successors) will be elected at the annual meeting of stockholders held in such years for one-year terms. At the 2023 annual meeting of the Company's stockholders (and at each succeeding annual meeting of stockholders), the entire Board will be elected for a one-year term expiring at the next annual meeting of stockholders. The Certificate of Incorporation provides that (1) prior to the 2023 annual meeting of stockholders, each director may be removed only for cause and (2) after the 2023 annual meeting of stockholders, each director may be removed with or without cause, in each case, by the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the voting stock of the Company, voting together as a single class.
In addition, the Board approved, effective immediately following the effectiveness of the filing of the Certificate Amendment, the amendment and restatement of the Company's Second Amended and Restated Bylaws (as so amended and restated, the "Third Amended and Restated Bylaws") to reflect the declassification of the Board.
The foregoing descriptions are qualified in their entirety by reference to the
Certificate Amendment and the Third Amended and Restated Bylaws, copies of which
are attached as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K,
respectively, and are incorporated herein by reference.
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--------------------------------------------------------------------------------Item 5.07 Submission of Matters to a Vote of Security Holders
OnAugust 27, 2020 , the Company held its 2020 Annual Meeting, at which the Company's stockholders voted (1) on the election of four Class II Directors for a term to expire at the 2023 annual meeting of stockholders, (2) to approve and adopt the Certificate Amendment, (3) to ratify the appointment ofErnst & Young LLP as the Company's independent public accountants for the fiscal year endingMarch 31, 2021 , (4) to approve additional shares to be available for grant under the Company's 2016 Omnibus Incentive Plan (as amended by the Fourth Amendment thereof), and (5) on a non-binding, advisory basis, on executive compensation. The vote on such matters was as follows:
1. Election of Class II directors for a term to expire at the 2023 annual meeting of stockholders
Election of
For Against Abstain Broker Non-Vote
38,668,309 726,691 61,582 3,112,683
Election of
For Against Abstain Broker Non-Vote
37,034,423 2,374,385 47,774 3,112,683
Election of
For Against Abstain Broker Non-Vote
39,150,138 256,862 49,582 3,112,683
Election of
For Against Abstain Broker Non-Vote
38,925,395 480,673 50,514 3,112,683
2. Approval and adoption of amendments to the Company's Amended and Restated Certificate of Incorporation to de-classify the Board of Directors
For Against Abstain Broker Non-Vote
39,373,085 51,313 32,184 3,112,683
3. Ratify appointment of Ernst & Young LLP as independent public accountants for the fiscal year ending March 31,
2021
For Against Abstain Broker Non-Vote
40,657,194 1,880,465 31,606 0
4. Approval of additional shares to be available under the Company's 2016 Omnibus Incentive Plan (as amended by the Fourth Amendment thereof)
For Against Abstain Broker Non-Vote
37,253,379 2,156,372 46,831 3,112,683
5. Non-binding, advisory vote on the Company's executive compensation
For Against Abstain Broker Non-Vote
33,710,024 5,701,194 45,364 3,112,683
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.
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--------------------------------------------------------------------------------Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description
3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation
of Commvault Systems, Inc.
3.2 Third Amended and Restated Bylaws of Commvault Systems, Inc.
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