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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 23, 2024

 

 

INSTRUCTURE HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40647

84-4325548

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

6330 SOUTH 3000 EAST

SUITE 700

 

SALT LAKE CITY, Utah

 

84121

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 800 203-6755

 

 

(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, $0.01 par value

 

INST

 

The New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 23, 2024, Instructure Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on April 4, 2024, the record date of the Annual Meeting, the Company had an aggregate of 145,927,863 shares of its common stock outstanding. The holders of a total of 140,116,752 shares of the Company’s common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for the purpose of conducting business at the Annual Meeting.

Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting.

Proposal No. 1: Election of directors.

 

The Company’s stockholders elected the following nominees for director to serve as Class III directors for a term expiring at the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Steve Daly

131,623,543

 

5,019,913

 

3,473,296

Brian Jaffee

125,905,921

 

10,737,535

 

3,473,296

Lloyd "Buzz" Waterhouse

 

136,113,924

 

529,532

 

3,473,296

 

Proposal No. 2: Proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 22, 2024 (“say-on-pay”).

 

The compensation of the Company’s named executive officers was approved on an advisory basis.

For

Against

Abstentions

Broker Non-Votes

134,970,126

 

1,666,581

 

6,749

 

3,473,296

 

Proposal No. 3: Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

 

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified.

Votes For

Votes Against

Abstentions

139,867,891

 

243,750

 

5,111

 

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.

 

 

 

Instructure Holdings, Inc.

 

 

 

 

Date:

May 23, 2024

By:

/s/ Matthew A. Kaminer

 

 

 

Matthew A. Kaminer
Chief Legal Officer

 

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Document And Entity Information
May 23, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 23, 2024
Entity Registrant Name INSTRUCTURE HOLDINGS, INC.
Entity Central Index Key 0001841804
Entity Emerging Growth Company false
Entity File Number 001-40647
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 84-4325548
Entity Address, Address Line One 6330 SOUTH 3000 EAST
Entity Address, Address Line Two SUITE 700
Entity Address, City or Town SALT LAKE CITY
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84121
City Area Code 800
Local Phone Number 203-6755
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.01 par value
Trading Symbol INST
Security Exchange Name NYSE
Instructure (NYSE:INST)
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