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cblk_20190613_Shareholder_Form_8-K

 

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 13, 2019


CARBON BLACK,  INC.

(Exact name of registrant as specified in its charter)


Delaware

001-38478

55-0810166

 

 

 

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

1100 Winter Street

 

 

Waltham, MA

 

02451

(Address of principal executive offices)

 

(Zip Code)

(617) 393-7400

(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:

        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 stock

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

CBLK

The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 13, 2019, Carbon Black, Inc. (the “Company”) held its 2019 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 two proposals: (i) to elect each of the two persons named below to serve as a Class I Director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2022 and until his or her successor has been duly elected and qualified, subject to his or her earlier resignation or removal (“Proposal 1”) and (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (“Proposal 2”), each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2019. The voting results are set forth below.

Proposal 1: Election of Class I Directors

The Company’s stockholders approved Proposal 1. The voting results were as follows:

 

 

 

 

 

 

 

 

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Joseph S. Tibbetts, Jr.

 

25,240,602

 

9,398,009

 

27,790,327

Jill A. Ward

 

33,551,937

 

1,086,674

 

27,790,327

 

 

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders approved Proposal 2. The voting results were as follows:

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

62,309,499

 

32,090

 

87,349

 

 

SIGNATURES

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.

 

Carbon Black, Inc.

 

 

 

 

 

 

Dated: June 14, 2019

By:

/s/ STEPHEN WEBBER

 

 

Stephen Webber,

 

 

Executive Vice President and Chief Financial Officer