Document


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): November 1, 2019
 
INNERWORKINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
(State or other
jurisdiction
of incorporation)
000-52170
(Commission
File Number)
 
20-5997364
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
203 North LaSalle Street
 
 
Suite 1800
60601
 
Chicago, Illinois
(Zip Code)
 
(Address of principal executive offices)
 
 
(312) 642-3700
(Registrant’s telephone number, including area code)
 
N/A
(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))
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 o 
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. o 






Item 5.07 Submission of Matters to a Vote of Security Holders
 
The Company held its 2019 Annual Meeting of stockholders on November 1, 2019. The matters that were voted on at the Annual Meeting and the final voting results for each matter are set forth below.
 
Proposal No. 1: Election of Directors
 
The following nominees were elected to the Board of Directors for a one-year term expiring at the 2020 Annual Meeting, as follows:
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
Jack M. Greenberg
 
35,712,991
 
6,366,882
 
2,242
 
5,176,380
Richard S. Stoddart
 
41,406,057
 
673,816
 
2,242
 
5,176,380
Charles K. Bobrinskoy
 
38,769,150
 
3,310,723
 
2,242
 
5,176,380
Lindsay Y. Corby
 
41,411,924
 
666,831
 
3,360
 
5,176,380
David Fisher
 
27,623,197
 
14,456,976
 
1,942
 
5,176,380
Adam J. Gutstein
 
41,317,876
 
760,330
 
3,909
 
5,176,380
Julie M. Howard
 
29,338,490
 
12,742,880
 
745
 
5,176,380
Kirt P. Karros
 
41,818,683
 
258,326
 
5,106
 
5,176,380
Marc Zenner
 
41,813,728
 
263,581
 
4,806
 
5,176,380
 
Proposal No. 2: Approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers.
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
40,740,830
 
1,337,753
 
3,532
 
5,176,380
 
Proposal No. 3: Ratify an amendment to our bylaws establishing state and federal courts in Delaware as the exclusive forum for certain stockholder litigation (the "Exclusive Forum Bylaw Amendment").
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
21,685,301
 
19,680,891
 
715,923
 
5,176,380
 
Proposal No. 4: Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019.

FOR
 
AGAINST
 
ABSTAIN
41,427,060
 
5,813,688
 
17,747





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.
 
 
 
 
 
 
INNERWORKINGS, INC.
 
 
 
Dated: November 1, 2019
By:
/s/ Oren B. Azar
 
Name:
Oren B. Azar
 
Title:
General Counsel