Current Report Filing (8-k)

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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): August 28, 2019

 

CISION LTD.

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands (State or Other Jurisdiction of Incorporation)

000-38140 (Commission File Number)

N/A (IRS Employer Identification No.)

 

130 East Randolph Street, 7th Floor Chicago, Illinois (Address of Principal Executive Offices)

60601 (Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

N/A

(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 240.13c-4(c))

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value $0.0001 per share	CISN	New York Stock Exchange

 

 

 

   

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As described under Item 5.07 below, the Cision Ltd. 2017 Omnibus Incentive Plan, as amended and restated effective July 24, 2019 (the “Plan”), was approved by the shareholders of Cision Ltd. (the “Company”) on August 28, 2019. The amendments to the Plan increased the number of ordinary shares authorized for issuance under the Plan from 6,100,000 to 9,100,000. A copy of the Plan is attached hereto as exhibit 10.1 and incorporated by reference herein.

 

Item 5.07       Submission of Matters to a Vote of Security Holders.

 

On August 28, 2019, the Company held its 2019 Annual General Meeting of Shareholders. Holders representing 125,264,024 ordinary shares of a total of 148,384,467 ordinary shares outstanding as of the record date were present at the meeting in person or by proxy. Votes were cast as follows:

 

				For				Against				Abstain				Broker Non-Votes
1.		Election of Class II Directors
		Kevin Akeroyd			122,995,844				1,966,800				114,350				187,030
		Susan Vobejda			124,782,074				178,483				116,437				187,030
		Stuart J. Yarbrough			124,363,034				597,523				116,437				187,030
2.		To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2019.			124,551,231				80,249				632,544				—
3.		To approve, on an advisory basis, the compensation of the Company’s named executive officers for the year ending December 31, 2018.			123,858,400				1,101,164				117,430				187,030

  

				1 Year				2 Years				3 Years				Abstain				Broker Non-Votes
4.		To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.			123,744,875				1,000				1,222,030				109,089				187,030

  

				For				Against				Abstain				Broker Non-Votes
5.		To approve the Cision Ltd. 2017 Omnibus Incentive Plan (as amended and restated effective July 24, 2019).			123,642,003				1,316,735				118,256				187,030
6.		To approve the Cision Ltd. 2018 Employee Stock Purchase Plan.			124,948,951				117,774				10,269				187,030

 

Consistent with the recommendation of the Board and the vote of shareholders, the Company will hold future advisory votes on named executive officer compensation on an annual basis.

  

Item 9.01       Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit Number		Description
10.1		Cision Ltd. 2017 Omnibus Incentive Plan (As amended and restated effective July 24, 2019)

 

 

 

 

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.

 

Dated: August 30, 2019

 

	CISION LTD.
	By:	/s/ Jack Pearlstein
		Name: Jack Pearlstein
		Title: Chief Financial Officer