Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On May 3, 2022, the Board of Directors (the "Board") of Ping Identity Holding
Corp. (the Company") increased the size of the Board from ten to eleven
directors and appointed Anil Arora and Vikram Verma as members of the Board.
Messrs. Arora and Verma will serve as Class III directors until the Company's
2025 Annual Meeting of Shareholders and until such time as their successors are
duly elected and qualified, or until their earlier death, resignation or
removal. Messrs. Arora and Verma were also appointed to serve on the
Compensation and Nominating Committee of the Board.
In connection with Messrs. Arora's and Verma's appointments, the Company will
enter into its standard form of indemnification agreement with Messrs. Arora and
Verma, the form of which was filed as Exhibit 10.8 to the Company's Registration
Statement filed with the Securities and Exchange Commission (the "SEC") on Form
S-1 on August 23, 2019.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 3, 2022, the Company held its 2022 Annual Meeting of Shareholders (the
"Annual Meeting"). The proposals considered at the Annual Meeting are described
in the Company's 2022 Proxy Statement and the related amendment filed with the
SEC on March 21, 2022 and April 20, 2022, respectively. The final voting results
for each of the proposals submitted to a vote of the shareholders are set forth
below:
1. Election of Class III Directors:
Name For Withheld Broker Non-Votes
John McCormack 55,607,293 6,350,207 7,490,428
Yancey Spruill 59,553,362 2,404,138 7,490,428
2. The ratification of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for the year ending
December 31, 2022:
For Against Abstain Broker Non-Votes
69,352,298 38,141 57,489 N/A
3. The approval, by an advisory vote, of the Company's executive compensation
(i.e., "say on pay proposal"):
For Against Abstain Broker Non-Votes
52,602,055 5,950,107 3,405,338 7,490,428
4. The approval of the Company's 2022 Employee Stock Purchase Plan:
For Against Abstain Broker Non-Votes
56,110,021 5,699,393 148,086 7,490,428
© Edgar Online, source Glimpses