Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): May 6, 2014





(Exact name of registrant as specified in its charter)



DELAWARE   001-35429   20-1579162

(State or other jurisdiction of




File Number)



(I.R.S. Employer

Identification No.)


290 Congress Street, Boston, MA   02210
(Address of principal executive offices)   (Zip Code)


(888) 882-1880

Registrant’s telephone number, including area code


Not Applicable

(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))




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


On May 6, 2014, Brightcove Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the two proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 25, 2014. The final voting results are set forth below.


Proposal 1 – Election of Directors


The stockholders elected each of the two persons named below to serve as a Class II director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2017 and until his or her successor has been duly elected and qualified, subject to his or her earlier resignation or removal. The results of such vote were as follows:

Director Name  Votes For   Votes Withheld   Broker Non-Votes   Percentage
of Votes in
Derek Harrar   21,010,914    165,348    6,685,867    75.4%
David Mendels   20,866,627    309,635    6,685,867    74.9%


Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm


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, 2014. The results of such vote were as follows:


Votes For


Votes Against





of Votes in Favor 

 27,367,779    429,719    64,631    98.2%






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: May 7, 2014 Brightcove Inc.  
  By: /s/ Christopher Menard  
    Christopher Menard  
    Chief Financial Officer