mrin20190501_8k.htm

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2019


 

Marin Software Incorporated

(Exact name of registrant as specified in its charter)


 

 

         

Delaware

 

001-35838

 

20-4647180

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

         

123 Mission Street, 27th Floor
San Francisco, California 94105

 


94105

(Address of principal executive offices)

 

(Zip Code)

 

(415) 399-2580

(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))

 

 

 

 


Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On May 1, 2019, Marin Software Incorporated (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on March 19, 2019, the record date for the Annual Meeting, 5,953,601 shares of common stock of the Company were outstanding and entitled to vote. 5,452,084 shares, or 91.57% of the outstanding common stock entitled to vote at the Annual Meeting, were represented in person or by proxy.

 

At the Annual Meeting, stockholders voted on the proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2019 (the “Proxy Statement”). The results of the voting at the Annual Meeting were as follows:

 

   

1.

Elect Brian Kinion and Christopher Lien as the Class III members of the Board of Directors to hold office until the 2022 annual meeting of stockholders:

             

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Brian Kinion

 

3,101,525

 

60,956

 

2,289,603

Christopher Lien

 

3,100,060

 

62,421

 

2,289,603

   

2.

Ratify the appointment of Grant Thornton LLP as Marin Software Incorporated’s independent registered public accounting firm for the fiscal year ending December 31, 2019:

     
             

Votes For

 

Votes Against

 

Abstentions

   

5,407,362

 

28,414

 

16,308

   

 

Each of the directors named under Proposal No. 1 was elected, based on the recommendation of the Company’s Board of Directors in the Proxy Statement.

 


 

 

 

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.

 

         

 

 

 

 

Marin Software Incorporated

     

Date: May 1, 2019

 

By:

 

/s/ Jonathan M. DeGooyer

 

 

 

 

Jonathan M. DeGooyer
SVP, General Counsel and Corporate Secretary