znga-8k_20190507.htm

 

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): May 7, 2019

 

ZYNGA INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-35375

42-1733483

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

699 Eighth Street

San Francisco, CA 94103

 

94103

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (855) 449-9642

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 (see General Instructions A.2. below):

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))

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.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock

ZNGA

Nasdaq Global Select Market

 

 


Item 5.07Submission of Matters to a Vote of Security Holders.

On May 7, 2019, Zynga Inc. (“Zynga”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, Zynga’s stockholders voted on three proposals, each of which is described in more detail in Zynga’s definitive proxy statement filed with the SEC on March 28, 2019 (the “Proxy Statement”). The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each proposal, the number of abstentions (if applicable) with respect to each proposal, and the number of broker non-votes with respect to each proposal.

1.Each of the eight nominees for director proposed by Zynga was elected to serve until Zynga’s 2020 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:

Director Name

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

Mark Pincus

 

 

616,339,124

 

 

 

19,658,407

 

 

 

223,989

 

 

 

104,811,377

 

Frank Gibeau

 

 

630,140,021

 

 

 

5,866,441

 

 

 

215,058

 

 

 

104,811,377

 

Dr. Regina E. Dugan

 

 

620,375,451

 

 

 

15,624,488

 

 

 

221,581

 

 

 

104,811,377

 

William “Bing” Gordon

 

 

617,369,852

 

 

 

18,640,453

 

 

 

211,215

 

 

 

104,811,377

 

Louis J. Lavigne, Jr.

 

 

533,156,040

 

 

 

101,828,530

 

 

 

1,236,950

 

 

 

104,811,377

 

Ellen F. Siminoff

 

 

629,328,132

 

 

 

6,668,571

 

 

 

224,817

 

 

 

104,811,377

 

Carol G. Mills

 

 

633,103,956

 

 

 

2,891,248

 

 

 

226,316

 

 

 

104,811,377

 

Janice M. Roberts

 

 

601,473,584

 

 

 

34,510,942

 

 

 

236,994

 

 

 

104,811,377

 

2.Stockholders approved, on an advisory basis, the compensation of Zynga’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

553,419,859

 

 

 

82,410,221

 

 

 

391,440

 

 

 

104,811,377

 

3.Stockholders ratified the selection of Ernst & Young LLP as Zynga’s independent registered public accounting firm for Zynga’s fiscal year ending December 31, 2019. The voting results were as follows:

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

710,411,061

 

 

 

29,220,453

 

 

 

1,401,383

 

 

N/A


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.

 

 

 

ZYNGA INC.

 

 

 

 

Date:  May 9, 2019

 

By:

/s/ Phuong Phillips

 

 

 

Phuong Phillips

 

 

 

Chief Legal Officer and Secretary