znga-8k_20170501.htm

 

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 1, 2017

 

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))

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 1, 2017, Zynga Inc. (“Zynga”) held its 2017 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 March 21, 2017 (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 votes withheld with respect to each proposal (if applicable), 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 eight nominees for director proposed by Zynga was elected to serve until Zynga’s 2018 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 Withheld

 

 

Broker Non-Votes

 

Mark Pincus

 

 

2,308,448,800

 

 

 

16,303,002

 

 

 

180,006,515

 

Frank Gibeau

 

 

2,318,993,692

 

 

 

5,758,110

 

 

 

180,006,515

 

Dr. Regina E. Dugan

 

 

2,308,928,565

 

 

 

15,823,237

 

 

 

180,006,515

 

William “Bing” Gordon

 

 

2,311,791,881

 

 

 

12,959,921

 

 

 

180,006,515

 

Louis J. Lavigne, Jr.

 

 

2,243,169,291

 

 

 

81,582,511

 

 

 

180,006,515

 

Ellen F. Siminoff

 

 

2,316,216,055

 

 

 

8,535,747

 

 

 

180,006,515

 

Carol G. Mills

 

 

2,294,362,259

 

 

 

30,389,543

 

 

 

180,006,515

 

Janice M. Roberts

 

 

2,294,224,700

 

 

 

30,527,102

 

 

 

180,006,515

 

2.Stockholders approved, 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

 

 

1,982,729,359

 

 

 

340,308,024

 

 

 

1,714,419

 

 

 

180,006,515

 

3.Stockholders approved, on an advisory basis, holding an advisory vote every year to approve the compensation of Zynga’s named executive officers. The voting results were as follows:

1 Year

 

 

2 Years

 

 

3 Years

 

 

Abstentions

 

 

Broker Non-Votes

 

 

2,253,881,555

 

 

 

325,683

 

 

 

70,160,159

 

 

 

384,405

 

 

 

180,006,515

 

4.Stockholders ratified the selection of Ernst & Young LLP as Zynga’s independent registered public accounting firm for Zynga’s fiscal year ending December 31, 2017. The voting results were as follows:

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

2,478,126,572

 

 

 

24,677,486

 

 

 

1,954,259

 

 

 

0

 


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 3, 2017

 

By:

/s/ Matthew Bromberg

 

 

 

Matthew Bromberg

 

 

 

Chief Operating Officer