Current Report Filing (8-k)
11 May 2020 - 10:36PM
Edgar (US Regulatory)
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): May 6, 2020
PING IDENTITY HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-39056
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81-2933383
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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1001 17th Street,
Suite 100,
Denver, CO
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80202
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(Address
of principal executive offices)
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(Zip
Code)
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(303)
468-2900
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last report.)
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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x
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Emerging
growth company
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¨
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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.
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Securities registered pursuant to Section
12(b) of the Act:
Title
of each class:
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Trading
Symbol(s):
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Name
of each exchange on which registered:
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Common
Stock, $0.001 par value
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PING
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New
York Stock Exchange
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Item 5.07 Submission of Matters
to a Vote of Security Holders.
On May 6, 2020, Ping Identity Holding
Corp. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals
considered at the Annual Meeting are described in the Company’s 2020 Proxy Statement filed with the Securities and Exchange
Commission on March 27, 2020. The final voting results for each of the proposals submitted to a vote of the shareholders are set
forth below:
1. Election
of Class I Directors:
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Name
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For
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Withheld
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Broker
Non-Votes
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David
A. Breach
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68,687,976
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5,082,259
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2,417,790
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Michael
Fosnaugh
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67,674,245
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6,095,990
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2,417,790
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Brian
N. Sheth
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68,687,585
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5,082,650
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2,417,790
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2. The approval,
by an advisory vote, to retain the classified structure of the Company’s Board of Directors:
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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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66,247,806
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7,285,486
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236,943
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2,417,790
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3. The
approval, by an advisory vote, to retain the supermajority voting standards in the
Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws:
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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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66,252,792
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7,279,148
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238,295
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2,417,790
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4. The
ratification of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for the year ending December 31, 2020:
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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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76,107,309
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49,215
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31,501
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N/A
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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.
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PING IDENTITY HOLDING CORP.
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Date: May 11, 2020
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By:
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/s/ Lauren
Romer
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Name:
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Lauren Romer
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Title:
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Chief Legal Officer
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