0001786352FALSE00017863522023-12-072023-12-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 2023
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BILL Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware |
001-39149 |
83-2661725 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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6220 America Center Drive, Suite 100
San Jose, California
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95002 |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (650) 621-7700
(Former Name or Former Address, if Changed Since Last Report)
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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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, $0.00001 par value |
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BILL |
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The New York Stock Exchange |
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 December 7, 2023, BILL Holdings, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described more fully in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 26, 2023.
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
Proposal 1: Election of Directors.
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For |
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Withheld |
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Broker Non-Votes |
| René Lacerte |
79,830,796 |
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1,501,817 |
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6,581,431 |
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| Peter Kight |
65,421,903 |
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15,910,710 |
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6,581,431 |
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| Tina Reich |
80,441,127 |
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891,486 |
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6,581,431 |
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| Scott Wagner |
76,578,181 |
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4,754,432 |
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6,581,431 |
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Each of the four nominees for director was elected to serve until the Company’s 2026 annual meeting of stockholders or until his or her successor has been duly elected and qualified.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
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| For |
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Against |
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Abstain |
| 87,861,692 |
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36,222 |
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16,130 |
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The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024.
Proposal 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers.
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 73,370,385 |
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7,566,787 |
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395,441 |
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6,581,431 |
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The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
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 thereunto duly authorized.
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BILL HOLDINGS, INC. |
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| Date: |
December 8, 2023 |
By: |
/s/ Raj Aji |
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Raj Aji
Chief Legal Officer, Chief Compliance Officer and Secretary |
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