Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 26, 2016

 

 

Marin Software Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35838   20-4647180

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

123 Mission Street, 27th Floor

San Francisco, California 94105

  94105
(Address of principal executive offices)   (Zip Code)

(415) 399-2580

(Registrant’s telephone number, including area code)

(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 April 26, 2016, Marin Software Incorporated (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 11, 2016, the record date for the Annual Meeting, 38,125,807 shares of common stock of the Company were outstanding and entitled to vote. 32,010,860 shares, or 83.96% of the outstanding common stock entitled to vote at the Annual Meeting, were represented in person or by proxy.

At the Annual Meeting, stockholders voted on the proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 18, 2016. The results of the voting at the Annual Meeting were as follows:

 

1. Elect James J. Barrese, Allan Leinwand, and Christopher Lien as the Class III members of the Board of Directors to hold office until the 2019 annual meeting of stockholders:

 

     Votes For      Votes Withheld      Broker Non-Votes  

James J. Barrese

     22,006,283         556,371         9,448,206   

Allan Leinwand

     22,515,880         46,774         9,448,206   

Christopher Lien

     22,138,893         423,761         9,448,206   

 

2. Ratify the appointment of PricewaterhouseCoopers LLP as Marin Software Incorporated’s independent registered public accounting firm for the fiscal year ending December 31, 2016:

 

Votes For

  

Votes Against

  

Abstentions

31,942,314

   63,029    5,517


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.

 

      Marin Software Incorporated
Date: April 26, 2016     By:  

/s/ Stephen E. Kim

     

Stephen E. Kim

EVP, General Counsel and Corporate Secretary