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): February 9, 2023

 

CERENCE INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware		001-39030		83-4177087
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1 Burlington Woods Drive, Suite 301A
Burlington, Massachusetts		01803
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 362-7300

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 class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		CRNC		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 February 9, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders cast their votes on three proposals as follows:

Proposal 1: To elect eight members of the Company’s Board of Directors:

 

Director Nominee		For				Against				Abstain/Withheld				Broker Non-Votes
Arun Sarin			25,595,093				2,850,979				40,566				5,229,280
Stefan Ortmanns			28,224,019				230,843				31,776				5,229,280
Thomas Beaudoin			26,418,378				2,035,610				32,650				5,229,280
Marianne Budnik			27,730,483				717,924				38,231				5,229,280
Douglas Davis			28,215,828				229,926				40,884				5,229,280
Sanjay Jha			28,061,731				383,027				41,880				5,229,280
Kristi Ann Matus			28,234,029				216,469				36,140				5,229,280
Alfred Nietzel			28,172,349				275,127				39,162				5,229,280

Proposal 2: To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023:

 

For		Against		Abstain/Withheld		Broker Non-Votes
33,639,084		30,443		46,391		0

Proposal 3: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

 

For		Against		Abstain/Withheld		Broker Non-Votes
26,687,345		1,745,802		53,491		5,229,280

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 thereunto duly authorized.

 

				Cerence Inc.
Date: February 9, 2023				By:		/s/ Stefan Ortmanns
				Name:		Stefan Ortmanns
				Title:		Chief Executive Officer