UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
On February 15, 2024, Cerence Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders cast their votes on three proposals as follows:
Proposal 1: To elect nine members of the Company’s Board of Directors:
| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Arun Sarin |
28,317,475 | 1,731,415 | 33,725 | 5,154,283 | ||||||||||||
| Thomas Beaudoin |
28,268,493 | 1,781,293 | 32,829 | 5,154,283 | ||||||||||||
| Marianne Budnik |
29,602,595 | 444,970 | 35,050 | 5,154,283 | ||||||||||||
| Douglas Davis |
29,603,398 | 443,077 | 36,140 | 5,154,283 | ||||||||||||
| Sanjay Jha |
29,694,873 | 352,441 | 35,301 | 5,154,283 | ||||||||||||
| Marcy Klevorn |
29,727,580 | 320,062 | 34,973 | 5,154,283 | ||||||||||||
| Kristi Ann Matus |
29,751,571 | 295,862 | 35,182 | 5,154,283 | ||||||||||||
| Alfred Nietzel |
29,548,834 | 497,010 | 36,771 | 5,154,283 | ||||||||||||
| Stefan Ortmanns |
29,740,367 | 312,278 | 29,970 | 5,154,283 | ||||||||||||
Proposal 2: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||
| 27,521,397 | 2,491,926 | 69,292 | 5,154,283 |
Proposal 3: To ratify the appointment of BDO USA PC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024:
| For | Against | Abstain | Broker Non-Votes | |||
| 35,058,597 | 81,231 | 97,070 | 0 |
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 thereunto duly authorized.
| Cerence Inc. | ||||||
| Date: February 20, 2024 | By: | /s/ Stefan Ortmanns | ||||
| Name: | Stefan Ortmanns | |||||
| Title: | Chief Executive Officer | |||||