Square, Inc. (NYSE:SQ) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
On June19, 2018, Square, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April27, 2018:
| 1. | To elect four ClassIII directors to serve until the Company’s 2021 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To approve, on an advisory basis, the compensation of the Company’s named executive officers; and |
| 3. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December31, 2018. |
Holders of the Company’s ClassA common stock, par value 0.0000001 per share (the “ClassA Common Stock”), were entitled to one vote on each proposal for each share held as of the close of business on April24, 2018 (the “Record Date”), and holders of the Company’s ClassB common stock, par value $0.0000001 per share (the “ClassB Common Stock”), were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date. The ClassA Common Stock and ClassB Common Stock voted as a single class on all matters.
Present at the Annual Meeting in person or by proxy were holders of 235,351,816 shares of ClassA Common Stock and 108,820,851 shares of ClassB Common Stock, together representing 94.47% of the combined voting power of all issued and outstanding shares of ClassA Common Stock and ClassB Common Stock entitled to vote at the Annual Meeting, constituting a quorum.
The final voting results for each of these proposals are detailed below.
|
Nominee |
Votes For | Votes Withheld | Broker Non-Votes |
|
Randy Garutti |
1,236,470,202 | 1,043,523 | 86,046,601 |
|
Mary Meeker |
1,209,939,292 | 27,574,433 | 86,046,601 |
|
Naveen Rao |
1,237,045,942 | 467,783 | 86,046,601 |
|
Lawrence Summers |
1,209,671,451 | 27,842,274 | 86,046,601 |
Each director-nominee was duly elected as a ClassIII director to serve until the Company’s 2021 annual meeting of stockholders and until his or her successor is duly elected and qualified.
| 2. | Advisory Vote on Compensation of Named Executive Officers |
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
| 1,219,893,596 | 17,334,845 | 285,284 | 86,046,601 |
The stockholders advised that they were in favor of the compensation of the Company’s named executive officers.
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm |
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
| 1,321,701,645 | 1,261,160 | 597,521 |
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December31, 2018.
About Square, Inc. (NYSE:SQ)
Square, Inc. enables payment processing, and also offers financial and marketing services. The Company provides sellers various tools to start, run, manage and grow their businesses. It serves sellers of all sizes, ranging from a single vendor at a farmers’ market to multinational businesses. It serves as a payment service provider, acting as the touch point for the seller to the rest of the payment chain. Square Register is a point of sale (POS) software application for iPhone operating software (iOS) and Android, and is available to sellers across the world. Square Reader for magnetic stripe cards plugs into the standard headset jack of a mobile device, enabling swiped transactions. Square Customer Engagement helps sellers analyze and understand their businesses, engage their buyers in ongoing conversations, and promote their offerings through e-mail marketing. Caviar offers a food delivery service to help restaurants reach new customers.
