UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below, on May 10, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Brightcove Inc. (the “Company”), the stockholders of the Company approved Amendment No. 1 (the “Amendment”) to the Company’s 2021 Stock Incentive Plan (the “2021 Plan”). Pursuant to the Amendment, the number of shares of common stock of the Company reserved for issuance under the 2021 Plan was increased by 7,000,000 shares. The Amendment is described in Proposal 4 in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on March 31, 2023.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 10, 2023, the Company held the Annual Meeting to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s Proxy Statement. The final voting results are set forth below.
Proposal 1 – Election of Directors
The stockholders elected each of the three persons named below to serve as a Class II director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2026 and until his or her successor has been duly elected and qualified, subject to his or her earlier resignation or removal. The results of such vote were as follows:
| Director Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Marc DeBevoise |
33,719,822 | 435,362 | 5,065,527 | |||||||||
| Tsedal Neeley |
24,784,761 | 9,370,423 | 5,065,527 | |||||||||
| Thomas E. Wheeler |
27,302,753 | 6,852,431 | 5,065,527 | |||||||||
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of such vote were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 39,086,741 | 127,609 | 6,361 |
Proposal 3 – Approval, on a Non-Binding, Advisory Basis, of the Compensation of the Company’s Named Executive Officers
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of such vote were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 32,445,751 | 1,700,799 | 8,634 | 5,065,527 |
Proposal 4 – Approval of Amendment No. 1 to the Brightcove Inc. 2021 Stock Incentive Plan
The stockholders approved Amendment No. 1 to the Brightcove Inc. 2021 Stock Incentive Plan. The results of such vote were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 18,960,256 | 15,178,223 | 16,705 | 5,065,527 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1* | Amendment No. 1 to the Brightcove Inc. 2021 Stock Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Indicates a management contract or any compensatory plan, contract or arrangement. |
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.
| Date: May 11, 2023 | Brightcove Inc. | |||||
| By: | /s/ Robert Noreck | |||||
| Robert Noreck | ||||||
| Chief Financial Officer | ||||||
Exhibit 10.1
AMENDMENT NO. 1
TO THE
BRIGHTCOVE INC.
2021 STOCK INCENTIVE PLAN
WHEREAS, Brightcove Inc. (the “Company”) maintains the Brightcove Inc. 2021 Stock Incentive Plan (the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”) and approved by the stockholders of the Company;
WHEREAS, the Board believes that the number of shares of Stock (as defined in the Plan) remaining available for issuance under the Plan has become insufficient for the Company’s anticipated future needs under the Plan;
WHEREAS, the Board has determined that it is advisable and in the best interest of the Company and its stockholders to amend the Plan to increase the aggregate number of shares of Stock reserved for issuance under the Plan by 7,000,000 shares in order for the Company to continue to offer a competitive equity incentive program to its current and future employees;
WHEREAS, Section 16 of the Plan provides that the Board may amend the Plan at any time, subject to certain conditions set forth therein; and
WHEREAS, this Amendment will become effective upon approval by the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders and if, for any reason, the Company’s stockholders fail to approve this Amendment, the existing Plan shall continue in full force and effect.
NOW, THEREFORE:
1. Section 3(a) of the Plan is hereby deleted in its entirety and replaced with the following:
“(a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 13,200,000 shares, subject to adjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock underlying any awards under the Plan and under the Company’s 2012 Stock Incentive Plan and the Company’s Amended and Restated 2004 Stock Option and Incentive Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following shares shall not be added to the shares authorized for grant under the Plan: (i) shares tendered or held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, and (ii) shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that no more than 13,200,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.”
2. Effective Date of Amendment. This Amendment to the Plan shall become effective upon the date that it is approved by the Board and the stockholders of the Company in accordance with applicable laws and regulations.
3. Other Provisions. Except as set forth above, all other provisions of the Plan shall remain unchanged.
| DATE APPROVED BY BOARD OF DIRECTORS: | March 15, 2023 | |
| DATE APPROVED BY STOCKHOLDERS: | May 10, 2023 | |
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