BCOV Brightcove












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 28, 2020




(Exact name of registrant as specified in its charter)




DELAWARE 001-35429 20-1579162
(State or other jurisdiction
of incorporation)


File Number)


(I.R.S. Employer

Identification No.)

290 Congress Street, Boston, MA 02210
(Address of principal executive offices) (Zip Code)

(888) 882-1880

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 theForm 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





Name of each exchange

on which registered

Common Stock, par value $0.001 per share BCOV The NASDAQ Global Market

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) orRule 12b-2 of the Securities Exchange Act of1934 (§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.

On April 28, 2020, Brightcove Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 1, 2020. The final voting results are set forth below.

Proposal 1 – Election of Directors

The stockholders elected each of the two persons named below to serve as a Class II director of the Company for a three-year term that expires at the Company’s annual meeting of stockholders in 2023 and until his successor has been duly elected and qualified, subject to his earlier resignation or removal. The results of such vote were as follows:


Director Name

  Votes For   Votes Withheld   Broker Non-Votes 

Jeff Ray

   25,620,518    377,057    0 

Thomas E. Wheeler

   25,488,253    509,322    0 

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The results of such vote were as follows:


Votes For


Votes Against



25,607,794  384,477  5,304

Proposal 3 – Approval on aNon-Binding, Advisory Basis the Compensation of the Company’s Named Executive Officers

The stockholders approved, on anon-binding, advisory basis, the compensation of the Company’s named executive officers. The results of such vote were as follows:


Votes For


Votes Against




Broker Non-Votes

22,778,773  3,191,032  27,770  0


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.


Date: April 29, 2020

  Brightcove Inc.
  By: /s/ Robert Noreck
   Robert Noreck
   Chief Financial Officer