Fitbit, Inc. (NYSE:FIT) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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Fitbit, Inc. (NYSE:FIT) Files An 8-K Submission of Matters to a Vote of Security Holders

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

On May 25, 2017, Fitbit, Inc. (the Company) held its 2017 Annual
Meeting of Stockholders (the Meeting). The Companys stockholders
voted on three proposals at the Meeting, each of which is
described in more detail in the Companys definitive proxy
statement filed with the Securities and Exchange Commission on
April 13, 2017 (the Proxy Statement). Holders of the Companys
Class A Common Stock were entitled to one vote for each share
held as of the close of business on March 28, 2017 (the Record
Date) and holders of the Companys Class B Common Stock were
entitled to ten votes for each share held as of the close of
business on the Record Date. The Class A Common Stock and Class B
Common Stock voted as a single class on all matters. Present at
the Meeting in person or by proxy were holders of 163,056,483
shares of Class A and Class B Common Stock, together representing
a total of 491,431,510 votes, or more than 79% of the eligible
votes as of the Record Date, and constituting a quorum.
At the Meeting, the Companys stockholders voted on the following
proposals:
1. To elect seven directors, all of whom are currently serving on
the Companys board of directors, each to serve until the next
annual meeting of stockholders and until his or her successor has
been elected and qualified, or until his or her earlier death,
resignation, or removal.
2. To ratify the appointment of PricewaterhouseCoopers LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017.
3. To approve a stock option exchange program that would allow
eligible employees, including the Companys executive officers
other than its President, Chief Executive Officer, and Chairman,
Chief Technology Officer, and Chief Financial Officer, to
exchange underwater stock options currently held by such eligible
employees for a lesser number of new restricted stock units, or
RSUs, under the Companys 2015 Equity Incentive Plan.
The final results for each of these proposals are as follows:
Proposal 1: Election of Directors.
Nominee
Votes For
Votes Withheld
Broker Non-Votes
James Park
415,766,404
8,457,336
67,207,770
Eric N. Friedman
422,047,027
2,176,713
67,207,770
Laura Alber
421,916,367
2,307,373
67,207,770
Jonathan D. Callaghan
398,814,228
25,409,512
67,207,770
Glenda Flanagan
422,217,920
2,005,820
67,207,770
Steven Murray
407,814,335
16,409,405
67,207,770
Christopher Paisley
411,710,164
12,513,576
67,207,770
Each of the seven nominees were elected to serve until the next
annual meeting of stockholders and until his or her successor has
been elected and qualified, or until his or her earlier death,
resignation, or removal.
Proposal 2: Ratification of Appointment of Independent
Registered Public Accounting Firm.
Votes For
Votes Against
Abstentions
487,777,848
2,669,458
984,204
The stockholders ratified the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31,
2017. There were no broker non-votes on this matter.
Proposal 3: Approval of a Stock Option Exchange Program
for Eligible Employees.
Votes For
Votes Against
Abstentions
Broker Non-Votes
390,333,686
33,624,174
265,880
67,207,770
The stockholders approved the Stock Option Exchange Program for
eligible employees.


About Fitbit, Inc. (NYSE:FIT)

Fitbit, Inc. is a provider of health and fitness devices. The Company’s platform combines connected health and fitness devices with software and services, including an online dashboard and mobile applications, data analytics, motivational and social tools, personalized insights and virtual coaching through customized fitness plans and interactive workouts. It offers various fitness devices, including Fitbit Zip, Fitbit One, Fitbit Flex, Fitbit Charge, Fitbit Blaze, Fitbit Charge HR, Fitbit Surge and Aria. Its platform includes wearable connected health and fitness trackers, which are wrist-based and clippable devices that automatically track users daily steps, calories burned, distance traveled, and active minutes and display real-time feedback. Its trackers also measure sleep duration and quality, and its products track heart rate and global positioning system-based information. It also offers a wireless fidelity connected scale that records weight, body fat and body mass index.

Fitbit, Inc. (NYSE:FIT) Recent Trading Information

Fitbit, Inc. (NYSE:FIT) closed its last trading session up +0.01 at 5.32 with 6,423,503 shares trading hands.