Date of Report (Date of earliest event reported): June 7, 2023
ALARM.COM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-37461
26-4247032
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
8281 Greensboro Drive
Suite 100
Tysons
Virginia
22102
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (877) 389-4033
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value per share
ALRM
The Nasdaq Stock Market LLC
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. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2023, Alarm.com Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following four proposals: (1) to elect five nominees for director to hold office until the Company’s 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”), (2) to ratify the selection by the Audit Committee of the Company’s Board of Directors (the “Board of Directors”) of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023 (“Proposal 2”), (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement (“Proposal 3”) and (4) to consider, if properly presented at the Annual Meeting, a non-binding stockholder proposal requesting that the Company adopt a policy or amend its Bylaws to provide a reasonable time for votes to be cast or changed after a final stockholder proposal is presented at the Company’s annual meetings (“Proposal 4”). The final results of the voting on each proposal are set forth below.
Proposal 1 – Election of Directors
The Company’s stockholders elected the five persons listed below as directors, each to serve until the Company’s 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
Nominee
For
Against
Abstain
Broker Non-Votes
Donald Clarke
40,794,006
354,696
17,617
4,367,858
Rear Admiral (Ret.) Stephen Evans
39,146,627
1,999,211
20,481
4,367,858
Timothy McAdam
29,652,250
11,476,848
37,221
4,367,858
Timothy J. Whall
40,923,716
355,035
17,621
4,237,805
Simone Wu
40,795,677
353,109
17,533
4,367,858
Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2023
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
For
Against
Abstain
45,316,628
200,276
17,273
There were no broker non-votes with respect to Proposal 2.
Proposal 3 – Advisory Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes cast were as follows:
For
Against
Abstain
Broker Non-Votes
37,962,496
3,174,512
29,311
4,367,858
Proposal 4 – Stockholder Proposal to Provide a Reasonable Time for Votes to Be Cast or Changed After a Final Stockholder Proposal Is Presented at the Company’s Annual Meetings
The Company's stockholders did not approve Proposal 4. The votes cast were as follows:
For
Against
Abstain
Broker Non-Votes
1,081,410
39,987,273
97,636
4,367,858
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SIGNATURE
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.
