UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 28, 2023 (March 28, 2023)

Duck Creek Technologies, Inc.
(Exact Name of the Registrant as Specified in Charter)


Delaware
001-39449
84-3723837
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

22 Boston Wharf Rd., Floor 10
    
Boston, Massachusetts
  
02210
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code (888) 724-3509

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
  
Trading
symbol(s)
  
Name of exchange
on which registered
Common Stock, $0.01 par value
  
DCT
  
NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07
Submission of Matters to a Vote of Security Holders
 
On March 28, 2023, Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on February 28, 2023. A total of 136,906,439 shares of the Company’s common stock were entitled to vote at the close of business on February 9, 2023, the record date for the Special Meeting (the “Record Date”) and approximately 124,143,307 shares of the Company’s common stock issued and outstanding were present at the Special Meeting or represented by proxy at the Special Meeting, representing approximately 90.7% of those shares entitled to vote, which constituted a quorum.
 
Each of the proposals upon which the Company’s stockholders voted at the Special Meeting, and the final, certified results reported by the Company’s independent inspector of elections, Broadridge Financial Solutions, Inc., are set forth below.

  1.
Proposal to adopt the Agreement and Plan of Merger, dated as of January 8, 2023, by and among Disco Parent, LLC (“Parent”), Disco Merger Sub, Inc., a direct, wholly owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent (the “Merger”).

For
Against
Abstain
118,704,773
3,342,059
2,096,475
 
This proposal was approved by the Company’s stockholders at the Special Meeting.

  2.
Non-binding, advisory proposal to approve compensation that will or may be payable by the Company to its named executive officers in connection with the Merger.

For
Against
Abstain
107,505,672
13,773,226
2,864,409
 
This proposal was approved by the Company’s stockholders at the Special Meeting.

SIGNATURE

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 thereunto duly authorized.

   
DUCK CREEK TECHNOLOGIES, INC.
     
Date: March 28, 2023
By:
/s/ Kevin R. Rhodes
   
Name: Kevin R. Rhodes
   
Title: Chief Financial Officer