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 14, 2021
BigCommerce Holdings, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-39423 | 46-2707656 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
11305 Four Points Drive
Building II, Third Floor
Austin, Texas 78726
(Address of principal executive offices, including zip code)
(512) 865-4500
(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 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 |
Name of each exchange | ||
| Series 1 Common Stock, $ 0.0001 par value per share | BIGC | 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) 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 14, 2021, BigCommerce Holdings, Inc. held its Annual Meeting of Stockholders. The matters voted upon at the meeting and the results of those votes were as follows:
Proposal 1 – Election of Class I Directors
| Votes For |
Votes Withheld |
Broker Non-Votes |
||||||||||
| Brent Bellm |
34,944,275 | 8,758,899 | 13,636,274 | |||||||||
| Lawrence Bohn |
31,953,415 | 11,749,759 | 13,636,274 | |||||||||
| Jeff Richards |
34,970,855 | 8,732,319 | 13,636,274 | |||||||||
Proposal 2 – Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2021
| Votes |
Votes |
Votes |
Broker | |||
| 56,928,311 |
334,927 | 76,210 | — |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BigCommerce Holdings, Inc. | ||||||
| Date: May 18, 2021 | By: | /s/ Jeff Mengoli | ||||
| Jeff Mengoli | ||||||
| Chief Legal Officer and Secretary | ||||||