Document
false0001576942 0001576942 2019-12-19 2019-12-19


 
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): December 19, 2019
 
 
STITCH FIX, INC.
(Exact name of Registrant as Specified in Its Charter)
 
 
Commission file number: 001-38291
Delaware
 
27-5026540
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
1 Montgomery Street
Suite 1500
 
 
San Francisco
California
 
94104
(Address of Principal Executive Offices)
 
(Zip Code)
(415) 882-7765
(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 (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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on Which Registered
Class A common stock, par value $0.00002 per share
 
SFIX
 
Nasdaq Global Select 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 December 19, 2019, the Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) at the offices of Cooley LLP, 101 California Street, 5th Floor, San Francisco, California 94111. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 7, 2019 (the “Proxy Statement”). The following is a brief description of each matter voted upon and the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
 
Proposal 1. Stockholders elected each of the two nominees for Class II director to serve until the Company’s 2022 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:

Director Name
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Steven Anderson
 
475,507,830
 
3,997,280
 
19,450,448
Marka Hansen
 
476,041,886
 
3,463,224
 
19,450,448
    
Proposal 2. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
478,877,582
 
452,355
 
175,173
 
19,450,448

Proposal 3. Stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 1, 2020. The voting results were as follows:
Votes For
 
Votes Against
 
Abstentions
498,259,062
 
454,519
 
241,977







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Stitch Fix, Inc.
 
 
 
Dated: December 20, 2019
 
By:
/s/ Scott Darling
 
 
 
 
Scott Darling
 
 
 
Chief Legal Officer