Form 8-K





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 22, 2013




(Exact name of registrant as specified in its charter)




Delaware   001-35433   20-2908277

(State or other jurisdiction

of incorporation)



File Number)

  (IRS Employer
Identification No.)

3900 N. Capital of Texas Highway, Suite 300

Austin, Texas 78746-3211

(Address of principal executive offices, including zip code)

(512) 551-6000

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):


¨ 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))




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

The annual meeting of the stockholders of Bazaarvoice, Inc. (the “Company” or “Bazaarvoice”) was held on October 22, 2013 at the offices of Wilson Sonsini Goodrich & Rosati, P.C. in Austin, Texas (the “Annual Meeting”). At the Annual Meeting, Bazaarvoice stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 28, 2013. Present at the Annual Meeting in person or by proxy were holders of shares representing 65,169,627 votes of Common Stock representing 87.33% of the eligible votes, constituting a quorum.

The stockholders of the Company voted on the following items at the Annual Meeting:


  1. To elect one Class II director; and


  2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending April 30, 2014.

Votes regarding the election of directors were as follows:


Nominee    For      Withheld      Broker Non-Vote  

Dev C. Ittycheria

     50,082,586         101,305         14,985,736   

Based on the votes set forth above, the director nominee was duly elected.

Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending April 30, 2014. The voting results were as follows:


For    Against      Abstain      Broker Non-Vote  


     72,212         4,334         0   


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.




  /s/ Bryan C. Barksdale


  Bryan C. Barksdale
  General Counsel and Secretary

Date: October 22, 2013