0001845022FALSE00018450222025-05-292025-05-29
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): May 29, 2025
Couchbase, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-40601 | | 26-3576987 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
3155 Olsen Drive San Jose, California 95117
(Address of principal executive offices, including zip code)
(650) 417-7500
(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 Instruction A.2. below):
| | | | | | | | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 registered |
| Common stock, $0.00001 par value per share | | BASE | | Nasdaq Global Select Market |
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 o
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. o
Item 2.02 Results of Operations and Financial Condition.
On June 3, 2025, Couchbase, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal first quarter ended April 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 29, 2025, the Company held its Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 48,904,954 shares of the Company’s common stock, or approximately 91% of the shares outstanding and entitled to vote at the Annual Meeting. The voting results for each of the proposals considered at the Annual Meeting are provided below.
1. Election of Directors
The Company’s stockholders elected each of the following nominees as Class I directors to serve on the Company’s board of directors until the Company’s 2028 annual meeting of stockholders or until their respective successors are duly elected and qualified, by the following vote:
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
Edward T. Anderson | | 35,417,602 | | 4,353,807 | | 9,133,545 |
Matthew M. Cain | | 34,725,270 | | 5,046,139 | | 9,133,545 |
Lynn M. Christensen | | 30,743,784 | | 9,027,625 | | 9,133,545 |
Aleksander J. Migon | | 35,428,982 | | 4,342,427 | | 9,133,545 |
2. Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 by the following vote:
| | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | |
| 46,288,126 | | 2,538,937 | | 77,891 | |
3. Advisory, Non-Binding Vote to Approve the Compensation of Our Named Executive Officers
The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers by the following vote:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 34,163,012 | | 5,507,839 | | 100,558 | | 9,133,545 |
4. Advisory, Non-Binding Vote on the Frequency of Future Advisory Non-Binding Votes to Approve the Compensation of Our Named Executive Officers
The Company’s stockholders approved, on a non-binding advisory basis, “One Year” as the preferred frequency of future advisory non-binding votes to approve the compensation of the Company’s named executive officers by the following vote:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
One Year | | Two Years | | Three Years | | Abstentions | | Broker Non-Votes |
| 37,489,845 | | 12,250 | | 40,918 | | 2,228,396 | | 9,133,545 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| | | | | | | | | | | |
| COUCHBASE, INC. |
| |
| /s/ BILL CAREY |
| By: | | Bill Carey |
| Title: | | Interim Chief Financial Officer and Chief Accounting Officer |
| | |
Date: June 3, 2025