Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Amendment and Restatement of 2017 Equity Incentive Plan As reported in Item 5.07 below, at the 2022 annual meeting of stockholders ofAlteryx, Inc. , aDelaware corporation (the "Company"), held onMay 25, 2022 at the Company's headquarters at17200 Laguna Canyon Road ,Irvine, California 92618 (the "Annual Meeting"), the Company's stockholders approved an amendment and restatement of the Company's 2017 Equity Incentive Plan (the "Restated 2017 Plan") to (i) increase the aggregate number of shares of Class A common stock authorized for issuance under the plan by 6,100,000 shares, (ii) extend the term of the plan toApril 7, 2032 , (iii) increase the annual limits for non-employee director awards under the plan and (iv) make certain other changes. The Company's Board of Directors previously approved the Restated 2017 Plan, subject to such stockholder approval. A summary of the material terms of the Restated 2017 Plan is set forth in the Company's definitive proxy statement on Schedule 14A filed with theSecurities and Exchange Commission onApril 12, 2022 (the "Proxy Statement"). That summary and the above description of the Restated 2017 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Restated 2017 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. OnMay 25, 2022 , the Company held its 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 Proxy Statement. There were 49,093,683 shares of Class A common stock and 7,720,718 shares of Class B common stock present at the Annual Meeting in person or by proxy, which constituted a quorum for the transaction of business.
The stockholders of the Company voted on the following proposals at the Annual Meeting:
1.To elect three Class II directors, each of whom is currently serving on the Company's Board of Directors, each to serve a three-year term expiring at the 2025 annual meeting of stockholders and until his or her successor has been elected and qualified. 2.To ratify the appointment ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2022 . 3.To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers. 4.To approve an amendment and restatement of the Company's 2017 Equity Incentive Plan. 1.Election of Directors Nominee For Withheld Broker Non-Votes Mark Anderson 111,595,182 9,483,687 5,221,994 CeCe Morken 119,976,227 1,102,642 5,221,994 Daniel J. Warmenhoven 120,191,196 887,673 5,221,994
Each of the three nominees for director was elected to serve until the 2025 annual meeting of stockholders and until his or her successor has been elected and qualified.
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2.Ratification of Appointment of Independent Registered Public Accounting Firm For Against Abstentions 126,212,009 50,993 37,861
The stockholders ratified the appointment of
3.Advisory Approval of the Compensation of the Named Executive Officers
For Against Abstentions Broker Non-Votes
85,655,992 31,982,927 3,439,950 5,221,994
The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.
4.Approval of the Restated 2017 Plan
For Against Abstentions Broker Non-Votes
84,403,448 33,239,663 3,435,758 5,221,994
The stockholders approved the Restated 2017 Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1Alteryx, Inc. Amended and
Restated 2017 Equity Incentive Plan.
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