SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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|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|
Kristi Ann Matus
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:
Proposal 3: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
|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|
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.
|Date: February 3, 2022||By:|
|Title:||Chief Executive Officer|