8-K
filed June 1, 2023, 7:59 PM ET
CIK 0000896841
other material
confidence high
sentiment neutral
materiality 0.30
Avid Technology shareholders approve officer exculpation, bylaw changes at 2023 annual meeting
AVID TECHNOLOGY, INC.
- Shareholders approved amendment to certificate of incorporation to exculpate officers (32.8M for, 3.4M against).
- Amendment to 2014 Stock Incentive Plan to increase authorized shares approved (35.3M for, 0.9M against).
- New bylaw provisions require stockholder nominators to comply with Rule 14a-19 and provide solicitation representation.
- Board determined to hold annual advisory votes on executive compensation, consistent with shareholder preference.
- All nine director nominees elected; BDO USA ratified as independent auditor for fiscal year 2023.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AVID TECHNOLOGY, INC.: Amended Certificate of Incorporation to provide for exculpation of certain officers as permitted by DGCL amendments (effective 2023-05-25).
- Change
- charter amendment
- Effective
- 2023-05-25
Exact text from the filing
At the annual meeting of stockholders of Avid Technology, Inc. (the “Company”) on May 25, 2023 (the “2023 Annual Meeting”), stockholders approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation, as amended (the “Amendment to the Certificate of Incorporation”), to provide for the exculpation of certain of our officers, as permitted by recent amendments to the Delaware General Corporation Law (the “DGCL”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AVID TECHNOLOGY, INC.: Amended By-Laws to add Rule 14a-19 compliance requirements, align adjournment and stockholder list provisions with DGCL, make conforming changes for prior amendments, and use gender-neutral language (effective 2023-05-25).
- Change
- bylaw amendment
- Effective
- 2023-05-25
Exact text from the filing
On May 25, 2023, the Company’s board of directors approved an amendment to the Company’s Amended and Restated By-Laws (the “By-Laws”), which became effective immediately.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVID TECHNOLOGY, INC. shareholders approved Ratification of the Selection of BDO USA, LLP as the Company's Independent Registered Public Accounting Firm for the Current Fiscal Year at the 2023-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-12-31
Exact text from the filing
Proposal 2 - Ratification of the Selection of BDO USA, LLP as the Company's Independent Registered Public Accounting Firm for the Current Fiscal Year The stockholders ratified the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 by a vote of 40,874,836 shares for and 35,720 shares against, with 9,302 shares abstaining.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVID TECHNOLOGY, INC. shareholders approved Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal 4 - Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation The stockholders approved the Amendment to the Certificate of Incorporation to provide for the exculpation of certain of our officers, as permitted by recent amendments to the DGCL, by a vote of 32,794,745 shares for and 3,358,739 shares against, with 41,883 shares abstaining and 4,724,491 broker non-votes.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVID TECHNOLOGY, INC. shareholders approved Advisory Vote on Frequency of Future Executive Compensation Advisory Votes.
- Proposal
- say on pay frequency
- Outcome
- passed
Exact text from the filing
Proposal 6 - Advisory Vote on Frequency of Future Executive Compensation Advisory Votes The stockholders approved, on an advisory basis, the frequency of future stockholder advisory votes on executive compensation by a vote of 34,979,509 shares for one year, 6,966 shares for two years and 1,197,731 for three years, with 11,161 shares abstaining.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVID TECHNOLOGY, INC. shareholders approved Election of Directors.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
Proposal 1 - Election of Directors Christian A. Asmar, Robert M. Bakish, Paula E. Boggs, Elizabeth M. Daley, Nancy Hawthorne, Jeff Rosica, Daniel B. Silvers, John P. Wallace, and Peter M. Westley were elected as Directors for terms expiring at the Company’s 2024 annual meeting of stockholders. The vote with respect to each nominee is set forth below: Votes For Votes Against Votes Abstaining Broker Non-Votes Christian A. Asmar 36,048,569 136,770 10,028 4,724,491 Robert M. Bakish 35,829,110 356,363 9,894 4,724,491 Paula E. Boggs 35,882,870 187,834 124,663 4,724,491 Elizabeth M. Daley 35,908,065 272,925 14,377 4,724,491 Nancy Hawthorne 35,416,911 768,981 9,475 4,724,491 Jeff Rosica 36,017,650 167,805 9,912 4,724,491 Daniel B. Silvers 36,042,148 138,233 14,986 4,724,491 John P. Wallace 36,000,330 185,143 9,894 4,724,491 Peter M. Westley 35,949,752 120,630 124,985 4,724,491
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVID TECHNOLOGY, INC. shareholders approved Non-binding Advisory Vote to Approve Executive Compensation.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
Proposal 5 - Non-binding Advisory Vote to Approve Executive Compensation The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s 2023 Proxy Statement, by a vote of 33,621,514 shares for and 800,620 shares against, with 1,773,233 shares abstaining and 4,724,491 broker non-votes.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AVID TECHNOLOGY, INC. shareholders approved Approval of an Amendment to the Company’s Amended and Restated 2014 Stock Incentive Plan.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
Proposal 3 - Approval of an Amendment to the Company’s Amended and Restated 2014 Stock Incentive Plan The stockholders approved an amendment to the Company’s Amended and Restated 2014 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder by a vote of 35,297,227 shares for and 885,464 shares against, with 12,676 shares abstaining and 4,724,491 broker non-votes.
View on SEC.gov
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