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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
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| (Address of principal executive offices) | (Zip Code) |
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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 (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
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 May 12, 2021, the Company held its 2021 Annual Meeting for Stockholders. The holders of 93.81% shares of the Company’s common stock (or 80,257,882 of the 85,558,005 shares outstanding and entitled to vote) were represented in person or by proxy constituting a quorum. At the meeting, the Company’s stockholders (1) elected the persons listed below to serve as Class II and Class III directors for a term of one year expiring at the Company’s 2022 annual meeting of stockholders and until their successors have been duly elected and qualified; (2) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2021; (3) approved, on an advisory basis, the Company’s named executive officer compensation; and (4) approved amendments to the Company’s Amended and Restated Certificate of Incorporation. Each of these proposals is described in greater detail in the 2021 Proxy Statement. Set forth below are the voting results for these proposals.
| (1) | Election of three Class II directors and two Class III directors for a term of one year expiring at the Company’s 2022 annual meeting of stockholders and until their successors have been duly elected and qualified: |
| Votes For | Votes Against | |||||||||||||||||||||||||
| Class |
Nominee Name | Number | % of Votes Cast |
Number | % of Votes Cast |
Abstentions | Broker Non-Votes |
|||||||||||||||||||
| Class II |
Richard P. Fox | 76,428,777 | 97.96 | % | 1,594,374 | 2.04 | % | 47,187 | 2,187,544 | |||||||||||||||||
| Brian P. McAndrews | 72,669,474 | 93.14 | % | 5,354,094 | 6.86 | % | 46,770 | 2,187,544 | ||||||||||||||||||
| Rexford J. Tibbens | 77,526,422 | 99.36 | % | 499,230 | 0.64 | % | 44,686 | 2,187,544 | ||||||||||||||||||
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| Class III |
Anna C. Catalano | 76,894,414 | 98.55 | % | 1,131,014 | 1.45 | % | 44,910 | 2,187,544 | |||||||||||||||||
| William C. Cobb | 77,255,414 | 99.02 | % | 767,737 | 0.98 | % | 47,187 | 2,187,544 | ||||||||||||||||||
| (2) | Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2021: |
| Votes For |
Votes Against | |||||||||||||||||||
| Number |
% Shares Present and Entitled to Vote |
Number | % Shares Present and Entitled to Vote |
Abstentions | Broker Non-Votes |
|||||||||||||||
| 80,208,312 |
99.94 | % | 4,157 | .01 | % | 45,413 | 0 | |||||||||||||
| (3) | Advisory vote to approve the Company’s named executive officer compensation: |
| Votes For |
Votes Against | |||||||||||||||||||
| Number |
% Shares Present and Entitled to Vote |
Number | % Shares Present and Entitled to Vote |
Abstentions | Broker Non-Votes |
|||||||||||||||
| 72,635,302 |
93.04 | % | 5,385,790 | 6.90 | % | 49,426 | 2,187,544 | |||||||||||||
| (4) | Approval of amendments to the Company’s Amended and Restated Certificate of Incorporation: |
| Votes For |
Votes Against | |||||||||||||||||||||||
| Number |
% of Outstanding Shares |
% Shares Present and Entitled to Vote |
Number | % Shares Present and Entitled to Vote |
Abstentions | Broker Non-Votes |
||||||||||||||||||
| 77,981,371 |
91.14 | % | 99.89 | % | 3,852 | 0.00 | % | 85,115 | 2,187,544 | |||||||||||||||
SIGNATURES
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 hereunto duly authorized.
| Dated: May 18, 2021 | FRONTDOOR, INC. | |||||
| By: | /s/ Jeffrey A. Fiarman | |||||
| Name: | Jeffrey A. Fiarman | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
