Document
false0001129260 0001129260 2020-06-05 2020-06-05


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): June 5, 2020
VOCERA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
 
 
 
001-35469
 
94-3354663
(Commission
File Number)
 
(IRS Employer
Identification No.)

525 Race Street, San Jose, CA
(Address of principal executive offices)
 
95126
(Zip Code)
(408) 882-5100
(Registrant’s telephone number, including area code)
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:
☐
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
Common Stock, $0.0003 par value
VCRA
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 (§240.12-b-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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.07    Submission of Matters to a Vote of Security Holders.
On June 5, 2020, Vocera Communications, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) at which the Company’s stockholders (i) elected the three Class II directors identified in the table below, each to serve until the third annual meeting of stockholders following the 2020 Annual Meeting and until a successor has been elected and qualified, subject to earlier resignation or removal, and (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The Company’s stockholders did not adopt a non-binding advisory vote to approve the compensation of the Company’s named executive officers (“Say-on-Pay”). The Company withdrew from its agenda the proposal to adopt a new 2020 Equity Incentive Plan and did not seek stockholder approval of it at the Annual Meeting.
Set forth below are the final voting tallies for the Company’s 2020 Annual Meeting:
 
 
 
 
 
 
 
 
 
 
Proposal: Election of Directors
 
For
 
Against
 
Withheld
 
Broker Non-Vote
 
Julie Iskow
 
26,176,275
 
262,647
 
22,153
 
1,843,187
 
Howard E. Janzen
 
26,004,657
 
432,108
 
24,310
 
1,843,187
 
Alexa King
 
25,493,258
 
945,798
 
22,019
 
1,843,187
 
 
 
 
 
 
 
 
 
 
 
Proposal:
 
For
 
Against
 
Abstain
 
Broker Non-Vote
 
Ratification of independent auditor
 
28,276,874
 
2,479
 
24,909
 
—
 
 
 
 
 
 
 
 
 
 
 
Proposal:
 
For
 
Against
 
Abstain
 
Broker Non-Vote
 
Say-on-Pay
 
13,051,339
 
13,343,907
 
65,829
 
1,843,187
 







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.
 
 
 
 
 
VOCERA COMMUNICATIONS, INC.
June 9, 2020
By:
 
/s/ Justin R. Spencer
 
 
 
Justin R. Spencer
 
 
 
Executive Vice President and
Chief Financial Officer



 v3.20.1
Cover Page
Jun. 05, 2020
Cover page. [Abstract]  
Document Type 8-K
Document Period End Date Jun. 05, 2020
Entity Registrant Name VOCERA COMMUNICATIONS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35469
Entity Tax Identification Number 94-3354663
Entity Address, Address Line One 525 Race Street
Entity Address, City or Town San Jose
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95126
City Area Code 408
Local Phone Number 882-5100
Soliciting Material false
Written Communications false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0003 par value
Trading Symbol VCRA
Security Exchange Name NYSE
Entity Central Index Key 0001129260
Amendment Flag false
Entity Emerging Growth Company false