cslt-20200603
false000143371400014337142020-06-032020-06-03

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
June 3, 2020
Date of Report (Date of earliest event reported)
CASTLIGHT HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware

001-36330
26-1989091

(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
150 Spear Street, Suite 400
San Francisco, CA 94105
(Address of principal executive offices)

(415) 829-1400
(Registrant’s telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class B Common Stock, par value 00014337142020-06-032020-06-03

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
June 3, 2020
Date of Report (Date of earliest event reported)
CASTLIGHT HEALTH, INC.
(Exact name of registrant as specified in its charter)
Delaware

001-36330
26-1989091

(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
150 Spear Street, Suite 400
San Francisco, CA 94105
(Address of principal executive offices)

(415) 829-1400
(Registrant’s telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class B Common Stock, par value $0.0001 per shareCSLTNew York Stock Exchange

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))

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.

Castlight Health, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders on June 3, 2020 as a virtual meeting held over the Internet via live webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2020 (the “Proxy Statement”). Present at the Annual Meeting in person or by proxy were holders representing 112,447,749 shares of the Company's Class A and Class B common stock (the "Common Stock"), representing approximately 75.20% of the eligible votes, constituting a quorum.

The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter was as indicated.

(a) Holders of the Company’s Common Stock voted to elect three Class III directors, each to serve until his or her successor has been elected and qualified or until his or her earlier resignation or removal. The final voting results are as follows:

Director NameForWithheldBroker Non-VotesPercentage of Votes in Favor
Michael Eberhard74,460,01618,717,07419,270,65979.91 %
David Ebersman74,357,27818,819,81219,270,65979.80 %
Maeve O’Meara82,154,58811,022,50219,270,65988.17 %

(b) Holders of the Company’s Common Stock voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The final voting results are as follows:

For88,408,489  
Against23,963,550  
Abstain75,710  

(c) Holders of the Company’s Common Stock did not approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers as disclosed in the Proxy Statement. The final voting results are as follows:

For40,297,176  
Against50,548,227  
Abstain2,331,687  
Broker Non-Votes19,270,659  


(d) Holders of the Company’s Common Stock approved, on a non-binding advisory basis, to hold future non-binding advisory votes on the compensation paid by the Company to its named executive officers, on an annual basis. The final voting results are as follows:

1 Year83,149,259  
2 Years380,579  
3 Years9,479,331  
Abstain167,921  
Broker Non-Votes19,270,659  

Based on these results and consistent with the Company’s stockholders’ recommendation, the Company’s Board of Directors has determined that the Company will conduct future stockholder non-binding advisory votes regarding the compensation to be paid by the Company to its named executive officers on an annual basis. This policy will remain in effect until the next stockholder vote on the frequency of stockholder advisory votes on the compensation of named executive officers.



(e) Holders of the Company’s Common Stock voted to approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split as described in the Proxy Statement. The final voting results are as follows:

For111,596,573  
Against705,079  
Abstain146,097  



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CASTLIGHT HEALTH, INC.
Date:June 3, 2020By:/s/ Will Bondurant
Will Bondurant
Chief Financial Officer



CSLTNew York Stock Exchange

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))

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.

Castlight Health, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders on June 3, 2020 as a virtual meeting held over the Internet via live webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2020 (the “Proxy Statement”). Present at the Annual Meeting in person or by proxy were holders representing 112,447,749 shares of the Company's Class A and Class B common stock (the "Common Stock"), representing approximately 75.20% of the eligible votes, constituting a quorum.

The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter was as indicated.

(a) Holders of the Company’s Common Stock voted to elect three Class III directors, each to serve until his or her successor has been elected and qualified or until his or her earlier resignation or removal. The final voting results are as follows:

Director NameForWithheldBroker Non-VotesPercentage of Votes in Favor
Michael Eberhard74,460,01618,717,07419,270,65979.91 %
David Ebersman74,357,27818,819,81219,270,65979.80 %
Maeve O’Meara82,154,58811,022,50219,270,65988.17 %

(b) Holders of the Company’s Common Stock voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The final voting results are as follows:

For88,408,489  
Against23,963,550  
Abstain75,710  

(c) Holders of the Company’s Common Stock did not approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers as disclosed in the Proxy Statement. The final voting results are as follows:

For40,297,176  
Against50,548,227  
Abstain2,331,687  
Broker Non-Votes19,270,659  


(d) Holders of the Company’s Common Stock approved, on a non-binding advisory basis, to hold future non-binding advisory votes on the compensation paid by the Company to its named executive officers, on an annual basis. The final voting results are as follows:

1 Year83,149,259  
2 Years380,579  
3 Years9,479,331  
Abstain167,921  
Broker Non-Votes19,270,659  

Based on these results and consistent with the Company’s stockholders’ recommendation, the Company’s Board of Directors has determined that the Company will conduct future stockholder non-binding advisory votes regarding the compensation to be paid by the Company to its named executive officers on an annual basis. This policy will remain in effect until the next stockholder vote on the frequency of stockholder advisory votes on the compensation of named executive officers.



(e) Holders of the Company’s Common Stock voted to approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split as described in the Proxy Statement. The final voting results are as follows:

For111,596,573  
Against705,079  
Abstain146,097  



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CASTLIGHT HEALTH, INC.
Date:June 3, 2020By:/s/ Will Bondurant
Will Bondurant
Chief Financial Officer




v3.20.1
Cover
Jun. 03, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 03, 2020
Entity Registrant Name CASTLIGHT HEALTH, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36330
Entity Tax Identification Number 26-1989091
Entity Address, Address Line One 150 Spear Street
Entity Address, Address Line Two Suite 400
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94105
City Area Code 415
Local Phone Number 829-1400
Title of 12(b) Security Class B Common Stock, par value $0.0001 per share
Trading Symbol CSLT
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001433714