UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 1, 2020
____________________________________________________
CHANNELADVISOR CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________________________
Delaware
 
001-35940
 
56-2257867
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

3025 Carrington Mill Blvd.
Morrisville, NC 27560
(Address of principal executive offices, including zip code)
(919) 228-4700
(Registrant's telephone number, including area code)
N/A
(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 Exchange Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.001 par value
ECOM
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  o






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. o





Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on May 1, 2020. The stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 16, 2020.
Proposal No. 1: Election of two nominees to serve as directors. The votes were cast as follows:
Name
 
Votes For
 
Votes Withheld
Janet R. Cowell
 
18,042,993
 
2,683,718
Marshall A. Heinberg
 
20,011,330
 
715,381
M. Scot Wingo
 
16,744,642
 
3,982,069
Broker Non-Votes: 5,555,260
All nominees were elected.

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2020. The votes were cast as follows:
 
Votes For
 
Votes Against
 
Abstained
Ratification of appointment of Ernst & Young
25,995,953
 
206,495
 
79,523
Proposal No. 2 was approved.


Proposal No. 3: Advisory (nonbinding) vote to approve compensation of the Company's named executive officers. The votes were cast as follows:
 
Votes For
 
Votes Against
 
Abstained
Approval of Named Executive Officer Compensation
19,716,429
 
925,376
 
84,906
Broker Non-Votes: 5,555,260
Proposal No. 3 was approved.







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.

 
 
 
CHANNELADVISOR CORPORATION
 
 
 
 
 
 
By:
/s/ Diana S. Allen
Date:
May 1, 2020
 
Diana S. Allen
 
 
 
Vice President, General Counsel and Secretary