Avaya : Submission of Matters to a Vote of Security Holders - Form 8-K

avya-20220302

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): March 2, 2022

AVAYA HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-38289	26-1119726
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2605 Meridian Parkway, Suite 200
Durham,	North Carolina	27713
(Address of Principal Executive Office)	(Zip Code)

Registrant's telephone number, including area code: [phone]

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))

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. ☐

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	AVYA	New York Stock Exchange

Item 5.07. Submission of Matters to a Vote of Security Holders

At the 2022 Annual Meeting of Stockholders of Avaya Holdings Corp. (the "Company") held on March 2, 2022, stockholders voted on proposals to (i) elect directors to the Board of Directors (the "Board") of the Company, (ii) ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2022, (iii) approve, on an advisory basis, the Company's named executive officer compensation ("Say-on-Pay") and (iv) approve an amendment to the Avaya Holdings Corp. 2019 Equity Incentive Plan.

The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company's independent inspector of election reported the final vote of the stockholders as follows:

Proposal No. 1 - Election of Directors:All eight directors listed below were elected to serve terms expiring at the 2023 Annual Meeting of Stockholders of the Company, or until his or her respective successor is duly elected and qualified, except in the case of a director's earlier death, resignation, retirement, disqualification, removal or incapacity.

Director Nominee	Votes For	Votes Withheld	Broker Non-votes
William D. Watkins	68,141,121	6,370,636	3,364,303
James M. Chirico, Jr.	74,451,932	59,825	3,364,303
Stephan Scholl	74,338,709	173,048	3,364,303
Susan L. Spradley	67,634,308	6,877,449	3,364,303
Stanley J. Sutula, III	74,065,186	446,571	3,364,303
Robert Theis	74,467,298	44,459	3,364,303
Scott D. Vogel	67,799,976	6,711,781	3,364,303
Jacqueline E. Yeaney	74,462,947	48,810	3,364,303

Proposal No. 2 - Ratification of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2022: The stockholders approved this proposal.

Votes For	Votes Against	Abstain	Broker Non-votes
76,952,942	826,695	96,423	-

Proposal No. 3 - Advisory Approval of Say-on-Pay Proposal:The stockholders approved this proposal.

Votes For	Votes Against	Abstain	Broker Non-votes
61,338,623	12,989,667	183,467	3,364,303

Proposal No. 4 - Approval of Amendment No. 1 to the Avaya Holdings Corp. 2019 Equity Incentive Plan:The stockholders approved this proposal.

Votes For	Votes Against	Abstain	Broker Non-votes
68,048,241	6,302,702	160,814	3,364,303

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.

AVAYA HOLDINGS CORP.
Date: March 2, 2022	By:	/s/ Kieran J. McGrath
Name:	Kieran J. McGrath
Title:	Executive Vice President and Chief Financial Officer