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

On May 25, 2022, 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 11, 2022.

Only stockholders of record as of the close of business on March 29, 2022, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 75,518,523 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 63,825,005 shares of the Company's common stock, representing 84.52% 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 Robert Bernshteyn, Frank van Veenendaal and Kanika Soni to serve as Class III directors until the annual meeting held in 2025 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, 2023.

3.To approve, on an advisory (non-binding) basis, named executive officer compensation for the fiscal year ended January 31, 2022.

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 III director until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified. The voting results were as follows:



                 NOMINEE                 FOR            WITHHELD        BROKER NON-VOTES
            Robert Bernshteyn         43,621,188       14,791,328          5,412,489
           Frank van Veenendaal       40,838,091       17,574,425          5,412,489
               Kanika Soni            58,107,032        305,484            5,412,489

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, 2023. The voting results were as follows:



                            FOR            AGAINST       ABSTENTIONS
                         63,791,314        28,297           5,394

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
                52,317,640       6,058,810         36,066             5,412,489

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses