Current Report Filing (8-k)
06 Juni 2022 - 12:01PM
Edgar (US Regulatory)
FALSE000181080600018108062022-06-022022-06-02
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 2,
2022
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UNITY SOFTWARE INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
001-39497 |
27-0334803 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
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30 3rd Street |
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San Francisco, California 94103‑3104
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(Address, including zip code, of principal executive
offices) |
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(415) 539‑3162
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(Registrant's telephone number, including area code)
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Not Applicable |
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(Former name or former address, if changed since last
report) |
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act: |
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock, $0.000005 par value |
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U |
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The New York Stock Exchange |
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 2, 2022, Unity Software Inc. (the “Company”)
held its Annual Meeting of Stockholders (the “Annual
Meeting”).
At the Annual Meeting, the Company’s stockholders (1) elected each
of the Company’s nominees for Class II directors, (2) ratified the
appointment of Ernst & Young LLP as the Company’s independent
registered accounting firm for the year ending December 31, 2022,
(3) approved, on an advisory basis, the compensation of the
Company’s named executive officers, and (4) approved, on an
advisory basis, every one year as the preferred frequency for the
solicitation of advisory stockholder approval of the compensation
paid to the Company’s executive officers. A more complete
description of each proposal is set forth in the Company’s
definitive proxy statement filed with the Securities and Exchange
Commission on April 20, 2022 (the “Proxy
Statement”).
The final results with respect to each proposal are set forth
below.
Proposal One – Election of Directors
The stockholders elected each of the three nominees named below as
Class II directors to serve until the 2025 annual meeting of
stockholders or until their successors are duly elected and
qualified. The results of such vote were:
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For |
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Withheld |
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Broker Non-Votes |
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Egon Durban |
160,164,020 |
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58,929,725 |
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22,994,394 |
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Barry Schuler |
192,507,820 |
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26,585,925 |
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22,994,394 |
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Robynne Sisco |
198,284,385 |
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20,809,360 |
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22,994,394 |
Proposal Two – Ratification of Selection of Independent Public
Registered Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP
as the Company’s independent registered public accounting firm for
the year ending December 31, 2022. The results of such vote
were:
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For |
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Against |
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Abstentions |
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147,748,085 |
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132,112 |
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149,193 |
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Proposal
Three – Advisory Vote on Executive Compensation
The stockholders approved, on an advisory basis, the compensation
of the Company’s named executive officers as disclosed in the Proxy
Statement. The results of such vote were:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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134,657,091 |
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83,258,522 |
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1,178,132 |
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22,994,394 |
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Proposal
Four – Advisory Vote on the Frequency of Solicitation of Advisory
Stockholder Approval of Executive Compensation
The stockholders approved, on an advisory basis, every one year as
the preferred frequency for the solicitation of advisory
stockholder approval of the compensation paid to the Company’s
named executive officers. The results of such vote
were:
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1 Year |
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2 Years |
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3 Years |
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Abstentions |
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217,072,344 |
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42,479 |
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813,514 |
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1,165,407 |
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Based on these results and consistent with the Company’s
recommendation, the Company’s board of directors has determined
that the Company will conduct future stockholder advisory votes on
the compensation program for its named executive officers every one
year.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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UNITY SOFTWARE INC. |
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Date: June 3, 2022 |
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By: |
/s/ Luis Visoso |
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Luis Visoso |
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Senior Vice President and Chief Financial Officer |
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Unity Software (NYSE:U)
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