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Section 1: 8-K (8-K)

swch-20200612
0001710583FALSE00017105832020-06-122020-06-12

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 12, 2020
404373065_swch-20200612_g1.gif
Switch, Inc.
(Exact name of registrant as specified in its charter)
Nevada
001-38231
82-1883953
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
7135 S. Decatur Boulevard
Las Vegas,NV89118
(Address of principal executive offices)(Zip Code)

(702) 444-4111
(Registrant’s telephone number, including area code)

N/A
(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 classTrading SymbolName of each exchange on which registered
Class A common stock, par value $0.001SWCHNew 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 June 12, 2020, Switch, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders. The results of stockholder voting on the four proposals presented were as follows:

Proposal 1 – Stockholders elected the following six directors nominated by the Company’s board of directors (the “Board”), each to serve until the 2021 annual meeting of stockholders and until his or her successor is duly elected or appointed and qualified or until his or her earlier death, retirement, disqualification, resignation or removal. The results of the vote on Proposal 1 were as follows:
Director NomineeForWithheldBroker Non-Votes
Rob Roy182,693,385978,91816,835,669
Zareh Sarrafian149,624,07534,048,22816,835,669
Kim Sheehy148,365,75135,306,55216,835,669
Donald D. Snyder161,224,96522,447,33816,835,669
Tom Thomas182,775,320896,98316,835,669
Bryan Wolf149,522,96934,149,33416,835,669

Proposal 2 – Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The results of the vote on Proposal 2 were as follows:
ForAgainstAbstainBroker Non-Votes
200,204,078220,94182,953

Proposal 3 – Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the vote on Proposal 3 were as follows:
ForAgainstAbstainBroker Non-Votes
159,927,57923,065,292679,43116,835,670

Proposal 4 – Consistent with the recommendation of the Board, stockholders voted, on an advisory basis, in favor of holding future advisory stockholder votes every year to approve the compensation of the Company’s named executive officers. The results of the vote on Proposal 4 were as follows:
Every YearEvery Two YearsEvery Three YearsAbstain
140,209,70243,218,384178,83765,376

In light of these results, the Board has determined that the Company will hold an advisory vote on executive compensation every year until the next required vote on the frequency of such votes.



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.
Date:June 18, 2020 Switch, Inc. 
(Registrant)
      
   By:/s/ Gabe Nacht 
   Name:Gabe Nacht 
   Title:Chief Financial Officer 

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