Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2020 annual meeting of stockholders (the "Annual Meeting") of Pluralsight, Inc. (the "Company" or "our") was held on May 5, 2020. The Annual Meeting was a virtual meeting held over the Internet via live webcast. Present at the Annual Meeting in person or by proxy were holders of 253,104,869 shares of the Company’s common stock, representing 93% of the voting power of the shares of Common Stock as of March 9, 2020, the record date for the Meeting, and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following proposals at the Annual Meeting:
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1.
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To elect four Class II directors to serve until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to earlier resignation or removal;
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2.
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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020;
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3.
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To conduct an advisory non-binding vote to approve the compensation of our named executive officers; and
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4.
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To conduct an advisory non-binding vote on the frequency of future advisory votes to approve the compensation of our named executive officers.
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For more information about the forgoing proposals, see the Company’s proxy statement filed with the Securities and Exchange Commission on March 18, 2020.
The vote with respect to each of the proposals are as follows:
Proposal 1: Election of Directors
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Nominee:
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For:
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Withheld:
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Broker Non-Votes:
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Arne Duncan
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220,202,825
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23,134,873
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9,767,171
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Leah Johnson
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220,393,197
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22,944,501
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9,767,171
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Frederick Onion
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220,198,524
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23,139,174
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9,767,171
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Karenann Terrell
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209,563,986
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33,773,712
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9,767,171
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Based on the votes set forth above, each director nominee was duly elected to serve until the 2023 annual meeting of stockholders and until his respective successor is duly elected and qualified or until her or his earlier death, resignation or removal.
Proposal 2: To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.
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For:
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Against:
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Abstain:
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252,741,877
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354,837
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8,155
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There were no broker non-votes on this proposal.
Based on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.
Proposal 3: To conduct an advisory non-binding vote to approve the compensation of our named executive officers.
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For:
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Against:
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Abstain:
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Broker Non-Votes:
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240,955,316
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2,175,551
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206,831
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9,767,171
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Based on the votes set forth above, the stockholders approved, on an advisory non-binding basis, the compensation of our named executive officers.
Proposal 4: To conduct an advisory non-binding vote on the frequency of future advisory votes to approve the compensation of our named executive officers.
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One Year:
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Two Years:
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Three Years:
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Abstain:
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Broker Non-Votes
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242,357,636
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14,088
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740,035
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225,939
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9,767,171
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Based on the votes set forth above, the stockholders approved, on an advisory non-binding basis, the one year frequency of future advisory votes to approve the compensation of our named executive officers.
In accordance with the recommendation of our board of directors, the Company’s stockholders approved, on an advisory basis, one year as the frequency for holding future advisory votes to approve the compensation of the Company’s named executive officers. In light of such approval, the Company intends to hold an advisory vote on the compensation of the Company’s named executive officers on an annual basis until the next required vote on the frequency of holding an advisory vote to approve named executive officer compensation.