UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 26, 2022, the Instructure Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on April 8, 2022, the record date of the Annual Meeting, the Company had an aggregate of 141,347,146 shares of its common stock outstanding. The holders of a total of 134,559,251 shares of the Company’s common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for the purpose of conducting business at the Annual Meeting.
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting.
Proposal No. 1: Election of directors.
The Company’s stockholders elected the following nominees for director to serve as Class I directors for a term expiring at the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Charles Goodman |
130,908,874 | 2,763,559 | 886,818 | |||
| Ossa Fisher |
133,308,032 | 364,401 | 886,818 | |||
| Paul Holden Spaht, Jr. |
131,062,631 | 2,609,802 | 886,818 |
Proposal No. 2: Proposal to approve, by an advisory vote, the retention of the classified structure of the Company’s Board of Directors (the “Board”).
The retention of the classified structure of the Board was approved on an advisory basis.
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 130,311,030 |
3,354,804 | 6,599 | 886,818 |
Proposal No. 3: Proposal to approve, by an advisory vote, the retention of the supermajority voting standards in the Company’s Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.
The retention of the supermajority voting standards in the Company’s Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws was approved on an advisory basis.
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 130,310,999 |
3,354,094 | 7,340 | 886,818 |
Proposal No. 4: Proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement (“say-on-pay”).
The compensation of the Company’s named executive officers was approved on an advisory basis.
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 133,339,181 |
325,912 | 7,340 | 886,818 |
Proposal No. 5: Proposal to recommend, by an advisory vote, the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers (“say-on-pay frequency”).
The Company’s stockholders recommended, by an advisory vote, to hold future advisory votes on the compensation of the Company’s named executive officers every year.
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 133,395,349 |
107,831 | 159,328 | 9,925 | 886,818 |
The Board has considered the outcome of this advisory vote and has determined that say-on-pay votes will be conducted every year. The Board will re-evaluate this determination after the next stockholder advisory vote on the say-on-pay frequency (which will be at the Company’s 2028 Annual Meeting of Stockholders, unless presented earlier).
Proposal No. 6: Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified.
| Votes For |
Votes Against |
Abstentions | ||
| 134,400,083 |
152,789 | 6,379 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 27, 2022 | ||||
| INSTRUCTURE HOLDINGS, INC. | ||||
| By: | /s/ Matthew A. Kaminer | |||
| Name: Matthew A. Kaminer | ||||
| Title: Chief Legal Officer | ||||