CARBONITE, INC. (NASDAQ:CARB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02(e): Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
8-K, at the annual meeting of the stockholders of Carbonite, Inc.
(the Company) held on May 8, 2017 (the 2017 Annual Meeting), the
Companys stockholders approved the 2017 Employee Stock Purchase
Plan (the ESPP). The ESPP had previously been approved by the
Companys Board of Directors, subject to stockholder approval. A
detailed description of the terms of the ESPP is contained in the
Companys Definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on April 13, 2017 for the
2017 Annual Meeting under the caption Approval of 2017 Employee
Stock Purchase Plan, and is incorporated herein by reference.
This description is qualified in its entirety by the terms and
conditions of the ESPP, a copy of which is filed as Exhibit 10.1
hereto and is incorporated by reference herein.
Companys common stock represented in person or by proxy,
constituting 85.18% of the shares of the Companys common stock
issued and outstanding and entitled to vote at the 2017 Annual
Meeting, and the Companys stockholders voted upon the following
proposals:
1.
|
The following nominees were elected to the Companys Board
of Directors as Class III directors for terms expiring at the 2020 annual meeting of stockholders. |
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
||||||
David Friend
|
18,052,333
|
862,096
|
5,150,934
|
|||||
Todd Krasnow
|
18,245,665
|
668,764
|
5,150,934
|
Peter Gyenes, having terms expiring in 2018, and Charles Kane and
Stephen Munford, having terms expiring in 2019, will continue as
directors of the Company.
2.
|
The selection of Ernst Young LLP as the Companys
independent public accounting firm for the fiscal year ending December 31, 2017 was ratified. |
Votes For
|
Votes Against
|
Votes Abstained
|
|||||
23,962,498
|
94,894
|
7,971
|
3.
|
The Companys stockholders approved, in a non-binding,
advisory vote, the compensation of the Companys named executive officers. |
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Votes
|
|||||||
18,455,887
|
433,966
|
24,576
|
5,150,934
|
4.
|
The Companys stockholders approved the 2017 Employee Stock
Purchase Plan. |
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Votes
|
|||||||
18,572,757
|
321,552
|
20,120
|
5,150,934
|
5.
|
The following nominee was elected to the Companys Board of
Directors as a Class III director for a term expiring at the 2020 annual meeting of stockholders. |
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
||||||
Marina Levinson
|
17,864,747
|
1,049,682
|
5,150,934
|
appointment of Marina Levinson to its Board of Directors. A copy
of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
99.1 incorporated by reference herein, shall not be deemed filed
for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section and shall not be deemed to be
incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Exhibit 10.1
|
Carbonite, Inc. 2017 Employee Stock Purchase Plan
(incorporated by reference from Appendix B to the Companys definitive proxy statement filed March 27, 2017) |
Exhibit 99.1
|
Press release dated May 8, 2017
|
About CARBONITE, INC. (NASDAQ:CARB)
Carbonite, Inc. (Carbonite) is a provider of cloud and business continuity solutions. The Company’s solutions are designed to address the specific needs of small and medium sized businesses and individuals. It offers various solutions, such as Carbonite Personal, Carbonite Pro, Carbonite Server Backup and MailStore. Carbonite Personal solution, which includes unlimited cloud backup for approximately one computer at over three different service levels, including Personal Basic, Personal Plus and Personal Prime for individuals. Carbonite Pro, the Company’s small business workstation solutions automatically back up files to the cloud and include an unlimited number of devices for an annual fee based on the amount of storage needed. Carbonite Server Backup, the Company’s hybrid server backup solution that protects an unlimited number of servers, databases and live applications. It offers over three solutions, such as MailStore Server, MailStore Provider Edition and MailStore Home. CARBONITE, INC. (NASDAQ:CARB) Recent Trading Information
CARBONITE, INC. (NASDAQ:CARB) closed its last trading session down -0.70 at 21.00 with 400,571 shares trading hands.