8-K
false000162645000016264502023-05-182023-05-18

 

 

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 18, 2023

 

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, Suite 100

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 Symbol(s)

Name of each exchange on which registered

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 18, 2023, BigCommerce Holdings, Inc. (the “Company”) 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 III Directors to serve a term of three years:

 

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Donald E. Clarke

 

37,299,001

 

2,550,223

 

14,537,925

Ellen F. Siminoff

 

27,486,470

 

12,362,754

 

14,537,925

 

Proposal 2 – Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023:

 

Votes For

 

Votes Against

 

Votes Abstaining

 

Broker Non-Votes

53,765,528

 

551,485

 

70,136

 

-

 

Proposal 3 – Advisory vote on the compensation of the Company’s named executive officers:

 

Votes For

 

Votes Against

 

Votes Abstaining

 

Broker Non-Votes

24,544,890

 

14,879,578

 

424,756

 

14,537,925

 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

Description

104

 Cover page interactive data file (embedded within the inline XBRL document).

 

 


 

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, 2023

By:

/s/ Robert Alvarez

 

 

Robert Alvarez

 

 

Chief Financial Officer