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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
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| June 6, 2025 (June 4, 2025) | |
| Date of Report (date of earliest event reported) |
Rimini Street, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-37397 | 36-4880301 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1700 S. Pavilion Center Drive, Suite 330
Las Vegas, NV 89135
(Address of principal executive offices) (Zip Code)
(702) 839-9671
(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)) |
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, par value $0.0001 per share | | RMNI | | The Nasdaq Global 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.
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| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On June 4, 2025, Rimini Street, Inc., a Delaware Corporation (the “Company”), held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live audio webcast. A total of 91,773,231 shares of common stock, par value $0.0001 per share (“Common Stock”), were issued and outstanding and entitled to vote as of April 15, 2025, the record date for the Annual Meeting. There were 76,481,164 shares of Common Stock represented in person or by proxy at the Annual Meeting (representing approximately 83.3% of the voting power of the Company’s outstanding capital stock), constituting a quorum.
The Company’s stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, as further described in the Company’s 2025 Notice of Annual Meeting of Stockholders and Proxy Statement, as filed with the United States Securities and Exchange Commission on April 30, 2025 (the “2025 Proxy Statement”), and the final voting results for each such proposal:
Proposal 1: Election of one Class II director nominee to the Board of Directors of the Company, to hold office until the 2028 annual meeting of stockholders and until his successor is elected and qualified:
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| Nominee | | For | | Withheld | | Broker Non-Votes | |
| Robin Murray | | 53,271,115 | | 13,076,309 | | 10,133,740 | |
Proposal 2: Non-binding, advisory vote on the compensation of the Company’s Named Executive Officers, as further described in the 2025 Proxy Statement (Say-on-Pay Vote):
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| For | | Against | | Abstain | | Broker Non-Votes |
| 57,186,905 | | 1,810,279 | | 7,350,240 | | 10,133,740 |
Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 75,885,629 | | 576,971 | | 18,564 | | 0 |
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| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
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Exhibit No. | | Exhibit Title |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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| | | RIMINI STREET, INC. | | |
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Dated: June 6, 2025 | | By: | /s/ Seth A. Ravin | | |
| | | | Name: Seth A. Ravin | | |
| | | | Title: President, Chief Executive Officer and Chairman of the Board | | |