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

As previously announced, on December 12, 2022, Coupa Software Incorporated, a Delaware corporation (the "Company", "we", "us" or "our") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Coupa Holdings, LLC (f/k/a Project CS Parent, LLC), a Delaware limited liability company ("Parent"), and Project CS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company (the "Merger") with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. On February 23, 2023, the Company held a virtual special meeting of its stockholders (the "Special Meeting") to vote on the proposals identified in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 23, 2023, and mailed to the Company's stockholders on January 23, 2023.

As of the close of business on January 23, 2023, the record date for the Special Meeting, there were 75,541,311 shares of the Company's common stock, par value $0.0001 per share ("Company Common Stock"), outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. 52,684,022 shares of Company Common Stock, representing approximately 69.74% of all of the issued and outstanding Company Common Stock entitled to vote, were represented at the Special Meeting. The tables below detail the final voting results for each proposal presented at the Special Meeting:



    1.   The proposal to adopt the Merger Agreement (the "Merger Agreement
         Proposal"). The Company's stockholders approved the Merger Agreement
         Proposal as follows:



Votes For    Votes Against   Votes Abstained   Broker Non-Votes
51,708,637      932,152          43,233               -



    2.   The proposal to approve, on an advisory (non-binding) basis, the
         compensation that may be paid or become payable to the Company's named
         executive officers in connection with the transactions contemplated by
         the Merger Agreement, including consummation of the Merger (the "Advisory
         Compensation Proposal"). The Company's stockholders approved, on an
         advisory (non-binding) basis, the Advisory Compensation Proposal as
         follows:



Votes For    Votes Against   Votes Abstained   Broker Non-Votes
49,235,689     2,360,947        1,087,386             -

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were insufficient votes at the Special Meeting to adopt the Merger Agreement (the "Adjournment Proposal"). As there were sufficient votes at the Special Meeting to adopt the Merger Agreement, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.

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

© Edgar Online, source Glimpses