inst-8k_20160525.htm

 

 

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 25, 2016

 

Instructure, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-37629

26-3505687

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

6330 South 3000 East, Suite 700

Salt Lake City, UT

 

84121

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (800) 203-6755

 

 

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 (see General Instructions A.2. below):

¨

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.  

Instructure, Inc. (“Instructure”) held its 2016 Annual Meeting of Stockholders on May 25, 2016 (the “Annual Meeting”).  Of the 27,410,109 shares of Instructure’s common stock outstanding as of the record date of March 29, 2016, 22,525,503 shares were represented at the Annual Meeting, either in person or by proxy, constituting 82% of the outstanding shares of common stock.  The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

 

1.

Election of Directors.  Each of the following nominees was elected to serve as a director until Instructure’s 2017 Annual Meeting of Stockholders and until his or her successor is elected, or, if sooner, until such director’s death, resignation or removal based on the following results of voting:

 

Nominee

  

Votes For

  

Votes Withheld

  

Broker Non-Votes

Joshua L. Coates

  

22,051,298

  

24,223

  

449,982

Steven A. Collins

  

22,060,841

  

14,680

  

449,982

William M. Conroy

 

20,893,112

 

1,182,409

 

449,982

Byron B. Deeter

 

19,180,595

 

2,894,926

 

449,982

Ellen Levy

 

21,735,897

 

339,624

 

449,982

Adam D. Marcus

 

22,050,841

 

24,680

 

449,982

Lloyd G. Waterhouse

 

22,060,841

 

14,680

 

449,982

 

2.

Ratification of Appointment of Independent Registered Public Accounting Firm. The selection by the Audit Committee of the Board of Directors of Instructure of Ernst & Young LLP as Instructure’s independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified based on the following results of voting:

 

 

 

 

 

 

 

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

22,114,300

  

376,146

                                

35,057

 

__

 

 

 

 


 

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, Inc.

 

 

 

Dated: May 25, 2016

 

 

 

 

By:

/s/ Matthew A. Kaminer

 

 

 

Matthew A. Kaminer

 

 

 

Senior Vice President, General Counsel and Secretary