8-K

Commerce.com, Inc. (CMRC)

8-K 2023-05-18 For: 2023-05-18
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Added on April 08, 2026

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): May 18, 2023

BigCommerce Holdings, Inc.

(Exact name of registrant as specified in charter)

Delaware 001-39423 46-2707656
(State or Other Jurisdiction of<br><br>Incorporation) (Commission File Number) (I.R.S. Employer Identification<br><br>Number)

11305 Four Points Drive

Building II, Suite 100

Austin, Texas 78726

(Address of principal executive offices, including zip code)

(512)

865-4500

(Registrant’s telephone number, including area code)

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 Trading Symbol(s) Name of each exchange on which registered
Series 1 Common Stock, $ 0.0001 par value per share BIGC The Nasdaq Global Market

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 18, 2023, BigCommerce Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders. The matters voted upon at the meeting and the results of those votes were as follows:

Proposal 1 – Election of Class III Directors to serve a term of three years:

Votes For Votes Withheld Broker Non-Votes
Donald E. Clarke 37,299,001 2,550,223 14,537,925
Ellen F. Siminoff 27,486,470 12,362,754 14,537,925

Proposal 2 – Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023:

Votes For Votes Against Votes Abstaining Broker Non-Votes
53,765,528 551,485 70,136 -

Proposal 3 – Advisory vote on the compensation of the Company’s named executive officers:

Votes For Votes Against Votes Abstaining Broker Non-Votes
24,544,890 14,879,578 424,756 14,537,925

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
104 Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BigCommerce Holdings, Inc.
Date: May 18, 2023 By: /s/ Robert Alvarez
Robert Alvarez
Chief Financial Officer