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 6, 2014




(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 6, 2014 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 26, 2014. Present at the Annual Meeting in person or by proxy were holders of shares representing 74,671,045 votes of Common Stock representing 95.69% of the eligible votes, constituting a quorum.

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


  1. To elect two Class III directors; and


  2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending April 30, 2015.

Votes regarding the election of directors were as follows:


Nominee    For      Withheld      Broker Non-Vote  

Sydney L. Carey

     54,673,098         131,683         19,866,264   

Thomas J. Meredith

     54,675,596         129,185         19,866,264   

Based on the votes set forth above, the director nominees were duly elected.

Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the fiscal year ending April 30, 2015. The voting results were as follows:


For    Against    Abstain    Broker Non-Vote


   49,156    3,541    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

Chief Legal Officer, General Counsel and Secretary

Date: October 6, 2014