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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2022




(Exact name of Registrant as Specified in Its Charter)




Delaware   001-39030   83-4177087

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


1 Burlington Woods Drive, Suite 301A  
Burlington, Massachusetts   01803
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 362-7300

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





Name of each exchange

on which registered

Common stock, $0.01 par value   CRNC   The NASDAQ Stock Market LLC

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On February 2, 2022, Leanne Fitzgerald, General Counsel and Secretary of Cerence Inc. (the “Company”), resigned from her positions with the Company to pursue another opportunity. Ms. Fitzgerald advised the Company that her decision to resign did not involve any disagreement with the Company. In connection with her departure and to assist with an orderly transition of her responsibilities, Ms. Fitzgerald has agreed to provide transitional assistance as requested by the Company through the end of the Company’s fiscal year 2022, during which period her restricted stock units previously awarded on November 13, 2019 (10,642 underlying shares) will be eligible for continued vesting. The related transitional assistance agreement also contains a reaffirmation of Ms. Fitzgerald’s confidentiality obligations to the Company and other restrictive covenants, as well as a general release of claims by Ms. Fitzgerald.


ITEM 5.07

Submission of Matters to a Vote of Security Holders.

On February 2, 2022, the Company held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders cast their votes on four proposals as follows:

Proposal 1: To elect three members of the Company’s Board of Directors:


Director Nominee   For   Against   Abstain/Withheld   Broker Non-Votes

Arun Sarin

  26,927,944   2,958,977   36,037   5,006,766

Kristi Ann Matus

  29,728,572   160,226   34,160   5,006,766

Stefan Ortmanns

  29,697,615   195,814   29,530   5,006,766

Proposal 2: To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022:


For   Against   Abstain/Withheld   Broker Non-Votes
34,840,868   45,979   42,878   0

Proposal 3: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:


For   Against   Abstain/Withheld   Broker Non-Votes
28,973,884   886,094   62,981   5,006,766


Proposal 4:

To indicate, on a non-binding advisory basis, the preferred frequency of future shareholder non-binding, advisory votes on the compensation of the Company’s named executive officers:


1 Year   2 Year`   3 Year   Abstain/Withheld   Broker Non-Votes
29,075,891   20,795   779,285   46,988   5,066,766


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 thereunto duly authorized.


    Cerence Inc.
Date: February 3, 2022     By:  

/s/ Stefan Ortmanns

    Name:   Stefan Ortmanns
    Title:   Chief Executive Officer