Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 23, 2019, Fitbit, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders voted on four proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2019 (the “Proxy Statement”). Holders of the Company’s Class A Common Stock were entitled to one vote for each share held as of the close of business on March 26, 2019 (the “Record Date”) and holders of the Company’s Class B Common Stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters. Present at the Meeting in person or by proxy were holders of 213,830,799 shares of Class A and Class B Common Stock, together representing a total of 493,700,919 votes, or more than 92% of the eligible votes as of the Record Date, constituting a quorum.
At the Meeting, the Company’s stockholders voted on the following proposals:
1. To elect eight directors, all of whom are currently serving on the Company’s board of directors, each to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
2. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
3. Approval, on a non-binding basis, of the compensation paid by the Company to the Company’s named executive officers (the “Compensation Program”) as disclosed in the Proxy Statement.
4. A stockholder proposal regarding simple majority voting.
The final results for each of these proposals are as follows:
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Proposal 1: Election of Directors.
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Nominee
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Votes
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Votes Withheld
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Broker Non-Votes
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James Park
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403,831,518
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8,814,912
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81,054,490
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Eric N. Friedman
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400,741,591
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11,904,839
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81,054,490
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Laura J. Alber
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384,859,399
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27,787,031
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81,054,490
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Matthew Bromberg
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400,766,920
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11,879,510
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81,054,490
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Glenda Flanagan
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395,765,288
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16,881,142
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81,054,490
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Bradley Fluegel
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383,527,916
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29,118,514
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81,054,490
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Steven Murray
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395,514,064
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17,132,366
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81,054,490
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Christopher Paisley
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379,063,839
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33,582,591
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81,054,490
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Each of the eight nominees were elected to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
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Votes For
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Votes Against
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Abstentions
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470,567,558
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1,295,962
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21,837,400
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The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. There were no broker non-votes on this matter.
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Proposal 3: Advisory Vote on Executive Compensation.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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396,637,499
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15,658,530
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350,401
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81,054,490
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The stockholders approved the non-binding advisory vote on the Compensation Program as disclosed in the Proxy Statement.
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Proposal 4: Stockholder Proposal Regarding Majority Voting.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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94,526,006
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317,672,201
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448,223
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81,054,490
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The stockholders did not approve the stockholder proposal regarding majority voting.