false000132768800013276882024-06-062024-06-06

 

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): June 06, 2024

 

 

Ooma, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-37493

06-1713274

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

525 ALMANOR AVENUE

SUITE 200

 

SUNNYVALE, California

 

94085

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 650 566-6600

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.0001

 

OOMA

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Ooma, Inc. (the "Company") held on June 6, 2024 (the “Annual Meeting”), stockholders holding and entitled to vote 22,289,980 shares of common stock of the Company, or approximately 84.36% of the total outstanding shares of common stock on the record date for the Annual Meeting, which constituted a quorum, were present in person or by proxy. At the Annual Meeting, the stockholders voted on the following four proposals, each of which is described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 18, 2024. The voting results are reported below.

 

Proposal No. 1: Election of Directors. The following individuals were elected to the Board as Class III directors to hold office until the 2027 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until his or her earlier resignation or removal. The results of the election were as follows:

 

Nominee

For

Withheld

Andrew H. Galligan

17,670,690

1,202,476

Judi A. Hand

11,853,535

7,019,631

William D. Pearce

17,763,953

1,109,213

 

 

Broker Non-votes (all Directors)

 

 

3,416,814

 

Proposal No. 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm. The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025. There were no broker non-votes on this proposal. The results of the ratification were as follows:

 

For

Against

Abstain

21,966,719

312,652

10,609

 

Proposal No. 3: Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers. The stockholders approved, on an advisory basis, the Company’s executive compensation for the fiscal year ended January 31, 2024. The voting results were as follows:

 

For

Against

Abstain

Broker Non-votes

17,622,156

1,235,371

15,639

3,416,814

 

Proposal No. 4: Amendment and Restatement of the Company's Certificate of Incorporation. The stockholders approved an amendment and restatement of the Company's Certificate of Incorporation to reflect recently adopted Delaware law provisions to provide for the exculpation of certain officers. The voting results were as follows:

 

For

Against

Abstain

Broker Non-votes

17,649,391

1,211,017

12,758

3,416,814

 

The results reported above are final voting results.

SIGNATURES

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.

 

 

 

Ooma, Inc.

 

 

 

 

Date:

June 7, 2024

By:

/s/ Shig Hamamatsu

 

 

 

Shig Hamamatsu
Chief Financial Officer

 

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Document And Entity Information
Jun. 06, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 06, 2024
Entity Registrant Name Ooma, Inc.
Entity Central Index Key 0001327688
Entity Emerging Growth Company false
Entity File Number 001-37493
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 06-1713274
Entity Address, Address Line One 525 ALMANOR AVENUE
Entity Address, Address Line Two SUITE 200
Entity Address, City or Town SUNNYVALE
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94085
City Area Code 650
Local Phone Number 566-6600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001
Trading Symbol OOMA
Security Exchange Name NYSE
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