ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) of Telenav, Inc. (the “Company”) was held on November 16, 2017. The following proposals were submitted to a vote of the stockholders and the results were as follows:
Proposal No. 1 - Election of Directors
The stockholders elected two individuals to serve as Class II directors on the Company's Board of Directors for a term of three years or until their successors are duly elected and qualified, as set forth below:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Douglas Miller
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30,135,992
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2,712,287
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9,134,154
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Ken Xie
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30,557,477
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2,290,802
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9,134,154
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Proposal No. 2 – Approval of the Material Terms of 2009 Equity Incentive Plan to Enable Certain Incentive Compensation under such Plan to Qualify as Tax-Deductible “Performance-Based Compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as Amended (“Section 162(m)”)
The results of the voting were 29,841,046 votes for, 3,005,524 votes against, 1,709 abstentions and 9,134,154 broker non-votes. The stockholders approved the Proposal.
Proposal No. 3 – Approval of the Material Terms of the Amended and Restated Bonus Plan in order to Qualify Payments as Tax-Deductible “Performance-Based Compensation” within the meaning of Section 162(m)
The results of the voting were 32,350,835 votes for, 495,944 votes against, 1,500 abstentions and 9,134,154 broker non-votes. The stockholders approved the Proposal.
Proposal No. 4 – Non-Binding Advisory Vote regarding Executive Compensation
The results of the voting were 32,117,079 votes for, 696,746 votes against, 34,454 abstentions and 9,134,154 broker non-votes. The stockholders approved the Proposal.
Proposal No. 5 – Non-Binding Advisory Vote on the Frequency of Holding an Advisory Stockholders Vote on Executive Compensation
The results of the voting were 30,084,323 votes for every year, 2,755 votes for every two years, 2,717,518 votes for every three years and 43,683 abstentions. The stockholders approved seeking approval of executive compensation every year. The Company’s Board of Directors intends to follow the yearly approval cycle.
Proposal No. 6 - Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders voted to ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2018, as set forth below:
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For
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Against
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Abstain
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41,961,269
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20,564
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600
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