0001481646 false 0001481646 2022-07-26 2022-07-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares















Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 26, 2022




Accolade, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware 001-39348 01-0969591

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


1201 Third Avenue, Suite 1700

Seattle, WA

(Address of Principal Executive Offices)   (Zip Code)


(206) 926-8100

(Registrant’s Telephone Number, Including Area Code)


Not Applicable

(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 Instructions 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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which
Common Stock, $0.0001 par value per share   ACCD   The Nasdaq Stock Market LLC


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. ¨






Item 5.07Submission of Matters to a Vote of Security Holders


On July 26, 2022, Accolade, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of June 22, 2022, the record date for the Annual Meeting, 71,209,436 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 47,148,290 shares of common stock were present in person or represented by proxy for the four proposals summarized below. The proposals are described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on June 24, 2022 (the “Proxy Statement”).


Proposal 1: Election of Directors


The Company’s stockholders elected the three persons listed below as Class II directors, each to serve until the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The final voting results are as follows:


   For  Withheld  Broker Non-Vote
Mr. Thomas J. Neff  23,270,627  16,656,448  7,221,215
Dr. Elizabeth Nabel  20,602,496  19,324,579  7,221,215
Mr. Jeffrey Brodsky  23,599,772  16,327,303  7,221,215


Proposal 2: Advisory Vote on Executive Compensation


The Company’s stockholders did not approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement. The final voting results are as follows:


For  Against  Abstain  Broker Non-Votes
18,699,525  21,202,835  24,715  7,221,215


Proposal 3: Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation


The Company’s stockholders approved, on an advisory basis, the frequency for the solicitation of advisory stockholder approval of the compensation paid to the Company’s named executive officers. The final voting results are as follows:


One Year  Two Years  Three Years  Abstain  Broker Non-Votes
39,842,794  12,975  29,861  41,445  7,221,215


Based on these results and consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future stockholder advisory votes on the compensation program for its named executive officers every one year.


Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm


The Company’s stockholders ratified the selection by the Audit Committee of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2023. The final voting results are as follows:


For  Against  Abstain
46,928,973  49,714  169,603







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Accolade, Inc.
Dated: July 27, 2022  
  By:   /s/ Rajeev Singh
    Rajeev Singh
    Chief Executive Officer