Commvault Systems, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report (Form 8-K) was filed on August 22, 2019, by Commvault Systems, Inc. The filing documents the results of the Company's fiscal 2019 Annual Meeting of Stockholders held on the same date.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and stockholder voting outcomes rather than financial performance.
Material Changes and Voting Results
Stockholders voted on four key matters. The results were as follows:
- Election of Directors: Three Class I Directors were elected for a term expiring at the 2022 Annual Meeting.
- Nicholas Adamo: Approved (38,376,919 For vs. 272,542 Against).
- Martha Bejar: Approved (38,265,429 For vs. 384,112 Against).
- David F. Walker: Approved (37,332,906 For vs. 1,316,431 Against).
- Ratification of Auditors: Stockholders ratified the appointment of Ernst & Young LLP as independent public accountants for the fiscal year ending March 31, 2020 (39,712,933 For vs. 2,018,475 Against).
- Equity Incentive Plan: Stockholders approved the Third Amendment to the 2016 Omnibus Incentive Plan to make additional shares available for grant (35,450,885 For vs. 3,196,817 Against).
- Executive Compensation (Say-on-Pay): A non-binding advisory vote on executive compensation was approved by a narrow margin (19,559,136 For vs. 19,077,941 Against).
Guidance, Outlook, and Risks
The filing does not contain management guidance, financial outlook, or specific risk factors. However, it notes that consistent with the 2017 advisory vote results, the Company will submit executive compensation to stockholders for a non-binding advisory vote annually until the next required frequency vote.
Key Facts for Investor Verification
- Verify the specific number of additional shares authorized under the amended Omnibus Incentive Plan (Exhibit 10.1).
- Note the close margin on the executive compensation advisory vote, which may indicate stockholder sentiment regarding pay practices.
- Confirm the term expiration dates for the newly elected Class I Directors (2022).
- Review the full text of the Third Amendment to the Omnibus Incentive Plan included as Exhibit 10.1 for dilution implications.