znga-8k_20210517.htm
false 0001439404 0001439404 2021-05-17 2021-05-17

 

 

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 17, 2021

 

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))

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

 

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 5.07Submission of Matters to a Vote of Security Holders.

On May 17, 2021, Zynga Inc. (“Zynga”) virtually held its 2021 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, Zynga’s stockholders voted on four proposals, each of which is described in more detail in Zynga’s definitive proxy statement filed with the SEC on April 5, 2021 (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 nine nominees for director proposed by Zynga was elected to serve until Zynga’s 2022 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

 

 

800,967,583

 

 

 

5,435,109

 

 

 

666,475

 

 

 

128,017,026

 

Frank Gibeau

 

 

805,795,214

 

 

 

646,296

 

 

 

627,657

 

 

 

128,017,026

 

Dr. Regina E. Dugan

 

 

795,061,689

 

 

 

10,956,754

 

 

 

1,050,724

 

 

 

128,017,026

 

William “Bing” Gordon

 

 

741,482,580

 

 

 

64,898,271

 

 

 

688,316

 

 

 

128,017,026

 

Louis J. Lavigne, Jr.

 

 

799,294,758

 

 

 

6,698,394

 

 

 

1,076,015

 

 

 

128,017,026

 

Carol G. Mills

 

 

798,868,795

 

 

 

7,561,392

 

 

 

638,980

 

 

 

128,017,026

 

Janice M. Roberts

 

 

787,499,556

 

 

 

18,922,471

 

 

 

647,140

 

 

 

128,017,026

 

Ellen F. Siminoff

 

 

802,286,810

 

 

 

4,143,726

 

 

 

638,631

 

 

 

128,017,026

 

Noel B. Watson

 

 

805,744,585

 

 

 

652,957

 

 

 

671,625

 

 

 

128,017,026

 

2.Stockholders did not approve, 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

 

 

380,915,701

 

 

 

425,189,262

 

 

 

964,204

 

 

 

128,017,026

 

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, 2021. The voting results were as follows:

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

928,351,692

 

 

 

5,865,445

 

 

 

869,056

 

 

N/A

 

4.Stockholders did not approve the stockholder proposal to amend the stockholding threshold to call a Special Meeting. The voting results were as follows:

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

241,295,178

 

 

 

564,420,198

 

 

 

1,353,791

 

 

128,017,026

 

 


 

 

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 18, 2021

 

By:

/s/ Phuong Y. Phillips

 

 

 

Phuong Y. Phillips

 

 

 

Chief Legal Officer and Secretary