Square, Inc. (NYSE:SQ) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security Holders.
On June 14, 2017, Square, Inc. (the Company) held its 2017 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 Companys
definitive proxy statement filed with the Securities and Exchange
Commission on April 28, 2017:
| 1. |
To elect three Class II directors to serve until the Companys 2020 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. |
To approve, on an advisory basis, the compensation of the Companys named executive officers; and |
| 3. |
To ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the Companys fiscal year ending December 31, 2017. |
Holders of the Companys Class A common stock, par value 0.0000001
per share (the Class A Common Stock), were entitled to one vote
on each proposal for each share held as of the close of business
on April 20, 2017 (the Record Date), and holders of the Companys
Class B common stock, par value $0.0000001 per share (the Class B
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 183,069,902 shares of ClassA Common Stock and 118,384,967
shares of ClassB Common Stock, together representing 81.59% of
the combined voting power of all issued and outstanding shares of
Class A Common Stock and Class B Common Stock entitled to vote at
the Annual Meeting, constituting a quorum.
The final voting results for each of these proposals are detailed
below.
| 1. | Election of Directors |
|
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|||
| Roelof Botha | 1,288,982,819 | 24,815,379 | 53,121,374 | |||
| Jim McKelvey | 1,288,983,031 | 24,815,167 | 53,121,374 | |||
| Ruth Simmons | 1,278,316,530 | 35,481,668 | 53,121,374 |
Each director-nominee was duly elected as a Class II director to
serve until the Companys 2020 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 |
|||
| 1,298,956,853 | 14,481,512 | 359,833 | 53,121,374 |
The stockholders advised that they were in favor of the
compensation of the Companys named executive officers.
| 3. |
Ratification of Appointment of Independent Registered Public Accounting Firm |
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
|||
| 1,365,954,984 | 475,094 | 489,494 |
The stockholders ratified the appointment of KPMG LLP as the
Companys independent registered public accounting firm for the
Companys fiscal year ending December 31, 2017.
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.
