Informatica Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Computer Software: Prepackaged Software
Technology
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):
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(650 ) 385-5000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
N/A
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ¨
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 18, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting were: (1) the election of Amit Walia, Bruce Chizen and Mitesh Dhruv (the “Director Nominees”) to the Board as Class I directors, each to serve for a three-year term expiring at the Company’s 2028 annual meeting of stockholders and until their successor has been duly elected and qualified or until their earlier death, resignation, or removal (“Proposal 1”); (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”); and (3) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (“Proposal 3”).
Holders of the Company’s Class A common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting. Holders of the Company’s Class B-1 common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting, except for Proposal 1. Holders of the Company’s Class B-2 common stock were entitled to vote only on Proposal 1. At the Annual Meeting there was present in person or by proxy of the holders of a majority of the voting power of the capital stock of the Company issued and outstanding and entitled to vote at the meeting on all matters presented for stockholder vote and constituting a quorum for the transaction of business.
Based on the votes cast by holders of Class A common stock, Class B-1 common stock and Class B-2 common stock, with Class A and Class B-2 common stock voting together on Proposal 1, and Class A and Class B-1 common stock voting together on Proposals 2 and 3, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1. The election of Amit Walia, Bruce Chizen and Mitesh Dhruv to the Board of Directors as Class I directors (Proposal 1):
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
Amit Walia | 156,775,923 | 19,956,931 | 43,108,614 | |||||||||||||||||
Bruce Chizen | 139,747,294 | 36,985,560 | 43,108,614 | |||||||||||||||||
Mitesh Dhruv | 176,074,661 | 658,193 | 43,108,614 | |||||||||||||||||
2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 2):
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 218,995,038 | 438,154 | 408,276 | — | |||||||||||||||||
3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (Proposal 3):
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 140,658,376 | 36,034,478 | 40,000 | 43,108,614 | |||||||||||||||||
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.
| Date: | June 20, 2025 | INFORMATICA INC. | |||||||||
| By: | /s/ Rashmi Garde | ||||||||||
| Rashmi Garde | |||||||||||
| Senior Vice President & Chief Legal Officer | |||||||||||