Item 5.07.  Submission of Matters to a Vote of Security Holders.
On May 26, 2021, Coupa Software Incorporated (the "Company") held its Annual
Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the
Company's stockholders voted on three proposals, each of which is described in
more detail in the Company's definitive proxy statement on Schedule 14A filed
with the U.S. Securities and Exchange Commission on April 9, 2021.
Only stockholders of record as of the close of business on April 1, 2021, the
record date for the Annual Meeting, were entitled to vote at the Annual Meeting.
As of the record date, 73,400,933 shares of the Company's common stock were
outstanding and entitled to vote at the Annual Meeting. Present at the Annual
Meeting, in person or by proxy, were stockholders who held 65,629,874 shares of
the Company's common stock, representing 89.41% of the eligible votes and
constituting a quorum. In deciding all matters at the Annual Meeting, each
stockholder was entitled to one vote for each share of common stock held as of
the close of business on the record date.
The stockholders of the Company voted on the following proposals at the Annual
Meeting:
1.To elect Roger Siboni and Tayloe Stansbury to serve as Class II directors
until the annual meeting held in 2024 and until their successors are duly
elected and qualified.
2.To ratify the appointment of Ernst & Young LLP as the Company's independent
registered public accounting firm for the year ending January 31, 2022.
3.To approve, on an advisory (non-binding) basis, named executive officer
compensation for the fiscal year ended January 31, 2021.
The voting results for each proposal brought before the Annual Meeting are
detailed below.
Proposal 1: Stockholders elected each nominee to serve as a Class II director
until the 2024 annual meeting of stockholders and until his successor is duly
elected and qualified. The voting results were as follows:

                 NOMINEE               FOR            WITHHELD        BROKER NON-VOTES
               Roger Siboni         42,754,573       17,852,400          5,022,901
             Tayloe Stansbury       50,873,702       9,733,271           5,022,901

Proposal 2: Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2022. The voting results were as follows:



                            FOR            AGAINST       ABSTENTIONS
                         65,607,920        13,054           8,900

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Proposal 3: Stockholders approved on an advisory (non-binding) basis the named executive officer compensation. The voting results were as follows:



                   FOR            AGAINST       ABSTENTIONS        BROKER NON-VOTES
                59,172,820       1,410,022         24,131             5,022,901

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