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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): June 7, 2023
PERFICIENT, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | |
| Delaware | 001-15169 | 74-2853258 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
555 Maryville University Drive
Suite 600
Saint Louis, Missouri 63141
(Address of principal executive offices)
(314) 529-3600
(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))
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, $0.001 par value | PRFT | The Nasdaq Global Select Market |
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
On June 7, 2023, Perficient, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders. The holders of 31,975,257 shares of Common Stock, or 92% of the outstanding shares entitled to vote as of the record date, were represented at the meeting in person or by proxy, which represented a quorum. At the meeting, the stockholders voted on the following six proposals and cast their votes as follows to approve such proposals:
Proposal 1: To elect the following eight nominees to the Company’s Board of Directors (the “Board”), each to serve on the Board until the next annual meeting of stockholders or until his successor has been elected and qualified:
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| Nominees | | Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
| Romil Bahl | | 28,263,491 | | 2,029,634 | | 66,949 | | 1,615,183 |
| Jeffrey S. Davis | | 28,990,158 | | 1,347,836 | | 22,080 | | 1,615,183 |
| Ralph C. Derrickson | | 27,538,480 | | 2,783,299 | | 38,295 | | 1,615,183 |
| Jill A. Jones | | 30,280,951 | | 42,740 | | 36,383 | | 1,615,183 |
| David S. Lundeen | | 27,896,876 | | 2,439,586 | | 23,612 | | 1,615,183 |
| Brian L. Matthews | | 27,821,648 | | 2,516,061 | | 22,365 | | 1,615,183 |
| Nancy C. Pechloff | | 29,842,698 | | 495,659 | | 21,717 | | 1,615,183 |
| Gary M. Wimberly | | 29,954,583 | | 383,270 | | 22,221 | | 1,615,183 |
Proposal 2: To approve the frequency of the future advisory vote on executive compensation:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstentions | | Broker Non-Votes |
| 28,887,022 | | 18,009 | | 1,415,094 | | 39,949 | | 1,615,183 |
Proposal 3: To approve the advisory resolution relating to the 2022 executive compensation:
| | | | | | | | | | | | | | | | | | | | |
| Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
| 27,727,320 | | 2,608,546 | | 24,208 | | 1,615,183 |
Proposal 4: To approve the Third Amended and Restated Perficient, Inc. 2012 Long Term Incentive Plan:
| | | | | | | | | | | | | | | | | | | | |
| Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
| 28,990,589 | | 1,341,268 | | 28,217 | | 1,615,183 |
Proposal 5: To amend and restate the Company’s Certificate of Incorporation to permit the exculpation of officers:
| | | | | | | | | | | | | | | | | | | | |
| Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
| 27,366,225 | | 2,971,660 | | 22,189 | | 1,615,183 |
Proposal 6: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
| | | | | | | | | | | | | | |
| Votes Cast For | | Votes Cast Against | | Abstentions |
| 31,658,467 | | 297,115 | | 19,675 |
SIGNATURE
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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| | PERFICIENT, INC. |
| | | |
| Date: | June 7, 2023 | By: | /s/ Paul E. Martin |
| | | Paul E. Martin |
| | | Chief Financial Officer |