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
| | | | | | | | |
| UNITY SOFTWARE INC. | |
| (Exact name of registrant as specified in its charter) |
| | | | | | | | |
| Delaware | 001-39497 | 27-0334803 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| 30 3rd Street | |
| San Francisco, California 94103‑3104 | |
| (Address, including zip code, of principal executive offices) | |
| (415) 539‑3162 | |
| (Registrant's telephone number, including area code) | |
| Not Applicable | |
| (Former name or former address, if changed since last report) | |
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):
| | | | | |
| ☐ | 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(s) | | Name of each exchange on which registered |
| Common stock, $0.000005 par value | | U | | 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:
| | | | | | | | | | | | | | | | | |
| For | | Withheld | | Broker Non-Votes |
| Egon Durban | 160,164,020 | | 58,929,725 | | 22,994,394 |
| Barry Schuler | 192,507,820 | | 26,585,925 | | 22,994,394 |
| Robynne Sisco | 198,284,385 | | 20,809,360 | | 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:
| | | | | | | | | | | | | | |
| For | | Against | | Abstentions |
| 147,748,085 | | 132,112 | | 149,193 |
| | | | |
Proposal Three – Advisory Vote on Executive CompensationThe 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:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 134,657,091 | | 83,258,522 | | 1,178,132 | | 22,994,394 |
| | | | | | |
Proposal Four – Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive CompensationThe 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:
| | | | | | | | | | | | | | | | | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstentions | |
| 217,072,344 | | 42,479 | | 813,514 | | 1,165,407 | |
| | | | | | | |
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.
| | | | | | | | | | | |
| | UNITY SOFTWARE INC. |
| | | |
| Date: June 3, 2022 | | By: | /s/ Luis Visoso |
| | | Luis Visoso |
| | | Senior Vice President and Chief Financial Officer |
| | | |
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