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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 27, 2021
 
TNET-20210527_G1.JPG
TRINET GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware 001-36373 95-3359658
(State or other jurisdiction of
incorporation or organization) 		(Commission File Number) (I.R.S. 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock par value $0.000025 per share TNET New York Stock Exchange
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 27, 2021, TriNet Group, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four 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 April 14, 2021. 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 four nominees below as Class I directors to serve until the Company’s 2024 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. As reported in our Current Report on Form 8-K and supplemental filing under Schedule 14A, both filed on May 26, 2021, Shawn Guertin did not stand for reelection. The voting results were as follows:

Director Name
Votes For
Votes Withheld
Broker Non-Votes
Percentage of Votes in Favor
Katherine August-deWilde
59,229,169
887,281
2,178,935
98.52%
H. Raymond Bingham
58,507,742
1,608,708
2,178,935
97.32%
Ralph A. Clark
58,758,205
1,331,245
2,178,935
97.79%
Maria Contreras-Sweet
59,365,858
750,592
2,178,935
98.75%

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
59,459,387 594,875 62,188 2,178,935 98.90%

Proposal 3. Stockholders approved, on an advisory basis, an annual frequency for the stockholder advisory votes on the compensation of the Company’s named executive officers. The voting results were as follows:

Votes For Every Year Every Two Year Every Three Year Abstain Broker Non-Votes
Total Votes 58,852,424 1,636 1,232,341 30,049 2,178,935

Proposal 4. 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, 2021. The voting results were as follows:

Votes For Votes Against Abstentions Percentage of Votes in Favor
62,243,623 22,024 29,738 99.92%


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: June 2, 2021 By: /s/ Samantha Wellington
Samantha Wellington
Senior Vice President, Chief Legal Officer and Secretary

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