Commvault Systems, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Commvault Systems, Inc. on August 28, 2020, regarding events occurring on August 27, 2020. The filing documents the outcomes of the Company's 2020 Annual Meeting of Stockholders, specifically focusing on corporate governance amendments and stockholder votes.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is a current report on corporate governance matters and does not contain financial statements or performance metrics.
Material Changes
The primary material change reported is the amendment of the Company's Certificate of Incorporation to declassify the Board of Directors. Key details include:
- Board Structure: The Board is now subject to annual elections starting in 2023. Directors elected prior to the amendment will complete their existing three-year terms.
- Removal Rights: Prior to the 2023 annual meeting, directors may be removed only for cause. After 2023, directors may be removed with or without cause by a vote of at least 66-2/3% of voting power.
- Bylaws: The Third Amended and Restated Bylaws were approved to reflect the declassification of the Board.
Stockholder Votes and Governance
At the August 27, 2020 Annual Meeting, stockholders voted on five matters. The results were as follows:
- Election of Class II Directors: All four nominees (R. Todd Bradley, Charles "Chuck" Moran, Allison Pickens, and Arlen Shenkman) were elected. Vote counts ranged from approximately 37 million to 39 million "For" votes.
- Board Declassification: The proposal to amend the Certificate of Incorporation was approved with approximately 39.4 million "For" votes versus 51,313 "Against" votes.
- Accountant Ratification: Ernst & Young LLP was ratified as independent public accountants with approximately 40.7 million "For" votes.
- Equity Plan Amendment: Approval of additional shares for the 2016 Omnibus Incentive Plan received approximately 37.3 million "For" votes.
- Executive Compensation (Say-on-Pay): The non-binding advisory vote received approximately 33.7 million "For" votes and 5.7 million "Against" votes. The Company will continue to hold this vote annually.
Key Facts for Investor Verification
- Verify the effective date of the Board declassification (August 27, 2020) and the transition timeline for annual elections (fully effective at the 2023 annual meeting).
- Confirm the specific voting thresholds required for director removal post-2023 (66-2/3% of voting power).
- Review the attached exhibits (Certificate Amendment and Third Amended and Restated Bylaws) for full legal text of the governance changes.
- Note that this filing contains no financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.