SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 3, 2021 (June 2, 2021)
|Date of Report (date of earliest event reported)|
Rimini Street, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)|
3993 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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, par value $0.0001 per share||RMNI||The Nasdaq Global Market|
|Public Units, each consisting of one share of Common Stock, $0.0001 par value, and one-half of one Warrant||RMNIU|| OTC Pink Current Information Marketplace|
|Warrants, exercisable for one share of Common Stock, $0.0001 par value||RMNIW||OTC Pink Current Information Marketplace|
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.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 2, 2021, Rimini Street, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live audio webcast. A total of 85,144,910 shares of common stock, par value $0.0001 per share, and a total of 87,155 shares of the Company’s 13.00% Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), each of which was entitled to 100 votes per share, were issued and outstanding and entitled to vote as of April 19, 2021, the record date for the Annual Meeting. There were a combined 93,860,410 shares of common stock and Preferred Stock, on an as-converted basis, represented in person or by proxy at the Annual Meeting (representing approximately 85.7% of the voting power of the Company’s outstanding capital stock), constituting a quorum. The stockholders were asked to vote on four proposals, with the common stock and the Preferred Stock voting together as a single class for both proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, as further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2021, and the final voting results for each such proposal:
Proposal 1: Election of Class I director nominees, each to hold office until the 2024 annual meeting of stockholders and until their successor is elected and duly qualified.
|Margaret (Peggy) Taylor||64,366,525||7,504,619||8,566,271|
Proposal 2: Non-binding, advisory vote on the compensation of the Company’s Named Executive Officers, as further described in the Proxy Statement distributed in advance of the Annual Meeting (“Say-on-Pay Vote”).
Proposal 3: Non-binding, advisory vote on the frequency of future advisory votes on executive compensation.
|Each Year||Once Every Two Years||Once Every Three Years||Abstain||Broker Non-Votes|
No later than October 30, 2021, the Company will disclose by amendment to this Current Report on Form 8-K (pursuant to Item 5.07(d) of Form 8-K) the decision of the Board of Directors in light of the results of this non-binding, advisory vote as to how frequently the Company will include a Say-on-Pay Vote in its future proxy materials.
Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:
|ITEM 9.01||FINANCIAL STATEMENTS AND EXHIBITS|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
| ||RIMINI STREET, INC.|
| || || |
| || || |
Dated: June 3, 2021
|By:||/s/ Seth A. Ravin|
| || ||Name: Seth A. Ravin|
| || ||Title: Chief Executive Officer|