Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 11, 2024

_____________________________________________________

Clearwater Analytics Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

_____________________________________________________


Delaware	001-40838	87-1043711
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


777 W. Main Street Suite 900 Boise, Idaho						83702
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: 208 433-1200

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.001 per share

CWAN

New York Stock Exchange 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 o

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. o

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

On June 11, 2024, Clearwater Analytics Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on four proposals at the Annual Meeting, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024. Holders of the Company’s Class A common stock and Class B common stock were entitled to one vote per share held as of the close of business on April 15, 2024 (the “Record Date”) and holders of the Company’s Class C common stock and Class D common stock were entitled to ten votes per share held as of the Record Date. Holders of the shares of Class A common stock, Class B common stock, Class C common stock and Class D common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Annual Meeting. The final results with respect to each proposal are set forth below:

Proposal 1 – Election of Directors

The stockholders elected each of the three persons named below to serve as Class III directors until the 2027 Annual Meeting and until their successors are duly elected and qualified, with the vote totals as set forth in the table below:


Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Eric Lee	1,057,865,515	62,937,393	8,708,694
Cary Davis	1,066,579,273	54,223,635	8,708,694
Andrew Young	1,066,567,358	54,235,550	8,708,694

Proposal 2 – Ratification of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, based on the following votes:


Votes For	Votes Against	Votes Withheld	Broker Non-Votes
1,129,331,855	111,927	67,820	—

Proposal 3 – Advisory Non-Binding Vote Regarding the Company’s Executive Compensation

The results of the advisory non-binding vote regarding the Company’s executive compensation were as follows:


Votes For	Votes Against	Votes Withheld	Broker Non-Votes
1,027,622,383	93,099,433	81,092	8,708,694

Proposal 4 – Advisory Non-Binding Vote Regarding How Frequently the Company’s Stockholders Will Vote on Executive Compensation

The results of the advisory non-binding vote regarding how frequently the Company’s stockholders will vote on the Company’s executive compensation were as follows:


One Year	Two Years	Three Years	Votes Withheld	Broker Non-Votes
124,552,457	55,004	996,106,883	88,563	8,708,695

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.


			Clearwater Analytics Holdings, Inc.

Date:	June 17, 2024	By:	/s/ Alphonse Valbrune
			Alphonse Valbrune, Chief Legal Officer and Corporate Secretary

Cover page	Jun. 11, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 11, 2024
Entity Registrant Name	Clearwater Analytics Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40838
Entity Tax Identification Number	87-1043711
Entity Address, Address Line One	777 W. Main Street
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Boise
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83702
City Area Code	208
Local Phone Number	433-1200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.001 per share
Trading Symbol	CWAN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001866368
Amendment Flag	false