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
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
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
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