ALRM Alarm com Holdings Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 5, 2024

 

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. ¨

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 5, 2024, Alarm.com Holdings, Inc. (the “Company”) held its 2024 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 five proposals: (1) to elect seven nominees for director to hold office until the Company’s 2025 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, 2024 (“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”), (4) to consider, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of the Company’s named executive officers (“Proposal 4”) and (5) to elect Cecile B. Harper for director to hold office until the Company’s 2025 Annual Meeting of Stockholders and until her successor is duly elected and qualified (“Proposal 5”). The final results of the voting on each proposal are set forth below.

 

Proposal 1 – Election of Directors

 

The Company’s stockholders elected the seven persons listed below as directors, each to serve until the Company’s 2025 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			41,649,335				173,896				16,329				5,181,277
Timothy McAdam			36,028,647				5,794,176				17,355				5,180,659
Darius G. Nevin			41,025,022				797,919				17,230				5,180,666
Timothy J. Whall			41,748,506				74,758				16,907				5,180,666
Rear Admiral (Ret.) Stephen Evans			40,516,931				1,303,076				16,971				5,183,859
Stephen Trundle			41,628,630				195,621				15,920				5,180,666
Simone Wu			41,151,391				669,030				16,449				5,183,967

 

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, 2024

 

The Company’s stockholders approved Proposal 2. The votes cast were as follows:

 

For				Against				Abstain
	46,759,599				244,167				17,071

 

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
	37,050,961				4,756,093				29,324				5,184,459

 

 

Proposal 4 – Advisory Vote on the Frequency of Solicitation of Advisory Shareholder Approval of Executive Compensation

 

The Company’s stockholders indicated, on a non-binding advisory basis, the preferred frequency for the solicitation of future advisory shareholder approval of the compensation paid to the Company’s named executive officers as every year. The votes cast were as follows:

 

One Year				Two Years				Three Years				Abstain				Broker Non-Votes
	38,978,676				58,995				1,370,869				1,427,839				5,184,458

 

Consistent with the stockholder voting results above and the recommendation of the Board of Directors as disclosed in the Company’s Proxy Statement, the Board of Directors has determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote, or until the Board of Directors determines that a different frequency of such non-binding advisory vote is in the best interest of the Company’s stockholders.

 

Proposal 5 – Election of Cecile B. Harper

 

The Company’s stockholders elected Cecile B. Harper as director to serve until the Company’s 2025 Annual Meeting of Stockholders and until her successor is duly elected and qualified. The votes cast were as follows:

 

For				Against				Abstain				Broker Non-Votes
	40,866,009				262,586				15,276				5,876,966

 

 

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.

 

		Alarm.com Holdings, Inc.
Date:	June 7, 2024
		By:	/s/ Steve Valenzuela
			Steve Valenzuela
			Chief Financial Officer

 

v3.24.1.1.u2

Cover	Jun. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 05, 2024
Entity File Number	001-37461
Entity Registrant Name	ALARM.COM HOLDINGS, INC.
Entity Central Index Key	0001459200
Entity Tax Identification Number	26-4247032
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8281 Greensboro Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Tysons
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	877
Local Phone Number	389-4033
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	ALRM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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