Commvault Systems, Inc. 8-K Summary
Business Context and Reporting Period
This Form 8-K was filed on October 12, 2018, reporting events from the fiscal 2018 Annual Meeting of Stockholders held on August 23, 2018. The filing details the outcomes of shareholder votes regarding director elections, auditor ratification, executive compensation, and the approval of an amended equity incentive plan.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and shareholder voting results.
Material Changes and Corporate Actions
- Incentive Plan Amendment: Shareholders approved the Second Amendment to the Omnibus Incentive Plan, increasing the number of shares available for issuance by 2,000,000 to a total of 5,550,000 shares. This amendment enables the grant of performance-based awards under Section 162(m) of the Internal Revenue Code.
- Director Elections: Four Class III Directors were elected for terms expiring at the 2021 Annual Meeting: N. Robert Hammer, Keith Geeslin, Gary B. Smith, and Vivie "YY" Lee.
- Auditor Ratification: Shareholders ratified the appointment of Ernst & Young LLP as the independent public accountants for the fiscal year ending March 31, 2019.
- Executive Compensation: A non-binding advisory vote on executive compensation was approved. The Company will continue to submit this vote annually.
Voting Results
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Election of N. Robert Hammer | 35,965,641 | 1,659,298 | 28,529 |
| Election of Keith Geeslin | 36,611,677 | 1,026,986 | 14,805 |
| Election of Gary B. Smith | 36,484,144 | 1,152,739 | 16,585 |
| Election of Vivie "YY" Lee | 37,053,747 | 583,308 | 16,413 |
| Ratify Ernst & Young LLP | 39,447,811 | 1,669,347 | 12,912 |
| Approve Incentive Plan Amendment | 33,915,709 | 3,720,405 | 17,354 |
| Advisory Vote on Executive Compensation | 35,356,499 | 2,260,773 | 36,196 |
Outlook, Risks, and Contingencies
The filing does not provide specific management commentary on future outlook, risks, or contingencies beyond the standard incorporation of the Incentive Plan text and the Proxy Statement by reference. The approval of the amended Incentive Plan is intended to align with market standards for performance-based compensation.
Key Facts for Investor Verification
- Verify the total share count available under the amended Omnibus Incentive Plan (5,550,000 shares) and the specific terms of the Second Amendment in Exhibit 10.1.
- Review the full text of the Omnibus Incentive Plan to understand the specific performance metrics and vesting schedules for future awards.
- Confirm the tenure of the newly elected Class III Directors, which extends to the 2021 Annual Meeting.
- Note that the advisory vote on executive compensation will occur annually.