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 20, 2020
CERENCE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39030 | 83-4177087 | ||
| (State or other jurisdiction of incorporation) | (Commission File No.) |
(IRS employer Identification No.) | ||
| 15 Wayside Road Burlington, Massachusetts |
01803 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(781) 565-5000
(Registrant’s telephone number, including area code)
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 20, 2020, at the Company’s Annual Meeting, the shareholders cast their votes on two proposals as follows:
Proposal 1: To elect two members of the Company’s Board of Directors:
| Director Nominee |
For |
Against/Withheld |
Broker Non-Vote | |||
| Thomas Beaudoin | 21,125,040 | 6,410,246 | 4,395,102 | |||
| Marianne Budnik | 26,465,090 | 1,070,196 | 4,395,102 |
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, 2020:
| For |
Against |
Withheld |
Broker Non-Vote | |||
| 31,897,501 | 22,458 | 10,428 | 0 |
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.
| CERENCE INC. | ||||
| By: | /s/ Leanne Fitzgerald | |||
| Name: | Leanne Fitzgerald | |||
| Title: | General Counsel and Secretary | |||
Dated: February 21, 2020