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): May 9, 2019
 
 
TRINET GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-36373
95-3359658
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
 
One Park Place, Suite 600
Dublin, CA
 
94568
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (510) 352-5000
 
 
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))
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 9, 2019, TriNet Group, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) at the offices of TriNet Group, Inc., One Park Place, Suite 600, Dublin, California 94568. At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 29, 2019. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1 . Stockholders elected each of the three nominees as Class II directors to serve until the Company’s 2022 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:
Director Name
Votes For
Votes Withheld
Broker Non-Votes
Percentage of Votes in Favor
Martin Babinec
60,575,068
1,088,998
4,407,800
98.23%
Paul Chamberlain
60,654,145
1,009,921
4,407,800
98.36%
Wayne B. Lowell
60,593,251
1,070,815
4,407,800
98.26%
Proposal 2. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Percentage of Votes in Favor
61,532,892
122,675
8,499
4,407,800
99.80%
Proposal 3. Stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018. The voting results were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Percentage of Votes in Favor
66,059,229
2,764
9,873
0
99.99%

Proposal 4. Stockholders approved the TriNet Group, Inc. 2019 Equity Incentive Plan. The voting results were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Percentage of Votes in Favor
51,747,658
9,914,689
1,719
4,407,800
83.92 %
Proposal 5. Stockholders approved the annual maximum remuneration for our non-employee directors. The voting results were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
Percentage of Votes in Favor
61,592,662
69,606
1,798
4,407,800
99.88%







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 hereunto duly authorized.
 
 
 
 
TriNet Group, Inc.
Date:
May 10, 2019
By:
/s/ Samantha Wellington
 
 
 
Samantha Wellington
 
 
 
Senior Vice President, Chief Legal Officer and Secretary



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