Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2023, Everbridge, Inc. (the "Company") held its 2023 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 three
proposals: (i) to elect nominees for director to hold office until the 2024
Annual Meeting of Stockholders ("Proposal 1"); (ii) to ratify the selection by
the Audit Committee of the Company's board of directors of Ernst & Young LLP as
the independent registered public accounting firm of the Company for its fiscal
year ending December 31, 2023 ("Proposal 2"); and (iii) to approve, on an
advisory basis, the compensation of the Company's named executive officers
("Proposal 3"), as disclosed in the Company's definitive proxy statement on
Schedule 14A filed with the U.S. Securities and Exchange Commission on April 13,
2023 (the "Proxy Statement"), each of which is described in more detail in the
Company's Proxy Statement. The following tables set forth the certified voting
results, including the number of votes cast for and against each matter and, if
applicable, the number of abstentions and broker non-votes with respect to each
matter.
Proposal 1 - Election of Directors
The Company's stockholders elected each of the nominees listed below.
Nominee Votes For Votes Withheld Broker Non-Votes
David Benjamin 33,275,052 512,215 2,816,076
Richard D'Amore 31,745,222 2,042,045 2,816,076
Alison Dean 32,999,575 787,692 2,816,076
Rohit Ghai 33,680,327 106,940 2,816,076
David Henshall 33,077,016 710,251 2,816,076
Kent Mathy 28,839,878 4,947,389 2,816,076
Simon Paris 28,146,359 5,640,908 2,816,076
Sharon Rowlands 32,881,452 905,815 2,816,076
David Wagner 33,534,035 253,232 2,816,076
Proposal 2 - Ratification of the Selection by the Audit Committee of the Board
of Directors of Ernst & Young LLP as the Independent Registered Public
Accounting Firm of the Company for its Fiscal Year Ending December 31, 2023
The Company's stockholders approved Proposal 2.
Votes For Votes Against Abstentions Broker Non-Votes
36,554,460 7,700 41,183
0
Proposal 3 - Approval, on an advisory basis, of the compensation of the
Company's named executive officers as disclosed in the Proxy Statement
The Company's stockholders approved Proposal 3.
Votes For Votes Against Abstentions Broker Non-Votes
32,495,622 1,143,357 148,288 2,816,076
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