UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 8, 2022
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Cyxtera Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | 001-39496 | 84-3743013 (IRS Employer Identification No.) | ||||||
2333 Ponce de Leon Boulevard Suite 900 Coral Gables, FL 33134 (Address of principal executive office) | (Commission File Number) | 33134 (Zip Code) |
(305) 537-9500
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report.)
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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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
o | 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 | ||||||||||||
Class A common stock, par value $0.0001 per share | CYXT | The Nasdaq Stock Market LLC |
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 x
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 8, 2022, Cyxtera Technologies, Inc. (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders considered and voted on the following proposals: (1) the election of nine director nominees named in the Company’s proxy statement, (2) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, and (3) the approval of the Cyxtera Technologies, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”). As of April 11, 2022, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 178,566,352 shares of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), issued and outstanding and eligible to be voted at this meeting. There were 166,893,982 shares of Class A Common Stock represented in person or by proxy at the Annual Meeting, constituting a quorum. The Annual Meeting voting results of the three listed matters were as follows:
(1). Proposal One: Election of Directors. Stockholders elected all of the nominated directors. The vote with respect to the election of directors was as follows:
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Fahim Ahmed | 163,521,603 | 467,203 | 10,356 | 2,894,820 | ||||||||||||||||||||||
John W. Diercksen | 163,536,107 | 452,925 | 10,130 | 2,894,820 | ||||||||||||||||||||||
Michelle Felman | 163,535,293 | 453,740 | 10,129 | 2,894,820 | ||||||||||||||||||||||
Nelson Fonseca | 163,533,659 | 455,176 | 10,327 | 2,894,820 | ||||||||||||||||||||||
Melissa Hathaway | 163,524,824 | 464,212 | 10,126 | 2,894,820 | ||||||||||||||||||||||
Manuel D. Medina | 163,533,992 | 455,043 | 10,127 | 2,894,820 | ||||||||||||||||||||||
Jeffrey C. Smith | 163,535,987 | 453,895 | 9,280 | 2,894,820 | ||||||||||||||||||||||
Raymond Svider | 146,881,029 | 17,108,003 | 10,130 | 2,894,820 | ||||||||||||||||||||||
Gregory Waters | 163,523,628 | 465,254 | 10,280 | 2,894,820 |
(2). Proposal Two: Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm. Stockholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The vote with respect to this proposal was as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
166,878,820 | 6,814 | 8,348 | — |
(3). Proposal Three: Approval of the Company’s 2022 Employee Stock Purchase Plan. Stockholders approved the Company’s ESPP. The vote with respect to this proposal was as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
163,940,563 | 32,248 | 26,351 | 2,894,820 |
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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 hereunto duly authorized.
Cyxtera Technologies, Inc. | ||||||||
Date: June 9, 2022 | By: | /s/ Victor Semah | ||||||
Name: | Victor Semah | |||||||
Title: | Chief Legal Officer |
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