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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 4, 2025
ALARM.COM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-37461 | | 26-4247032 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 8281 Greensboro Drive | Suite 100 | Tysons | Virginia | 22102 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 389-4033
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 | | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | | ALRM | | The Nasdaq Stock Market LLC |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2025, the stockholders of Alarm.com Holdings, Inc. (the “Company”) approved the adoption of the Alarm.com Holdings, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The terms of the 2025 Plan are set forth in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 23, 2025. The description of the 2025 Plan in the section of the Proxy Statement titled “Proposal 4 – Approval of the Alarm.com Holdings, Inc. 2025 Equity Incentive Plan” is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 4, 2025, the Company held its Annual Meeting, at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following four proposals: (1) to elect eight nominees for director to hold office until the Company’s 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”), (2) to ratify the selection by the Audit Committee of the Company’s Board of Directors (the “Board of Directors”) of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025 (“Proposal 2”), (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement (“Proposal 3”), and (4) to approve the Alarm.com Holdings, Inc. 2025 Equity Incentive Plan (“Proposal 4”). The final results of the voting on each proposal are set forth below.
Proposal 1 – Election of Directors
The Company’s stockholders elected the eight persons listed below as directors, each to serve until the Company’s 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The votes cast were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
| Donald Clarke | | 41,521,055 | | 467,683 | | 104,785 | | 5,011,845 |
| Rear Admiral (Ret.) Stephen Evans | | 40,779,527 | | 1,004,995 | | 309,001 | | 5,011,845 |
| Cecile Harper | | 40,805,575 | | 979,555 | | 308,393 | | 5,011,845 |
| Timothy McAdam | | 37,751,269 | | 4,229,318 | | 112,936 | | 5,011,845 |
| Darius G. Nevin | | 41,262,128 | | 718,428 | | 112,967 | | 5,011,845 |
| Stephen Trundle | | 41,761,415 | | 218,883 | | 113,225 | | 5,011,845 |
| Timothy J. Whall | | 41,888,236 | | 92,320 | | 112,967 | | 5,011,845 |
| Simone Wu | | 41,588,002 | | 393,571 | | 111,950 | | 5,011,845 |
Proposal 2 – Ratification of the Selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company for its Fiscal Year Ending December 31, 2025
The Company’s stockholders approved Proposal 2. The votes cast were as follows:
| | | | | | | | | | | | | | |
| For | | Against | | Abstain |
| 46,672,034 | | 318,340 | | 114,994 |
There were no broker non-votes with respect to Proposal 2.
Proposal 3 – Advisory Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, Proposal 3. The votes cast were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 39,736,667 | | 2,235,050 | | 121,806 | | 5,011,845 |
Proposal 4 – Approval of the Alarm.com Holdings, Inc. 2025 Equity Incentive Plan
The Company’s stockholders approved Proposal 4. The votes cast were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 29,945,524 | | 12,038,110 | | 109,889 | | 5,011,845 |
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| | | | | |
| Exhibit No. | Description |
| |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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.
| | | | | | | | | | | |
| | Alarm.com Holdings, Inc. |
| | |
| Date: | June 6, 2025 | |
| | By: | /s/ Kevin Bradley |
| | | Kevin Bradley |
| | | Chief Financial Officer |