Edgar Filing: Mimecast Ltd

Date: August 3, 2017

MIMECAST LIMITED

/s/ Robert Nault

Robert Nault

General Counsel

6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

August 3, 2017

MIMECAST LIMITED

CityPoint, One Ropemaker Street, Moorgate

London EC2Y 9AW

United Kingdom

Tel: +44 0207 847 8700

(Address, Including ZIP Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Annual General Meeting Results

On August 3, 2017, Mimecast Limited, a company organized under the laws of the Bailiwick of Jersey, the Channel Islands (the “Company”), held its annual general meeting (“AGM”) of shareholders. There were 56,851,961 outstanding Company shares entitled to vote at the AGM as of August 1, 2017 (the “Record Date”). At the AGM, the matters on which the shareholders voted, in person or by proxy were to:

receive the Company’s accounts for the year ended March 31, 2017 together with the directors’ report and the auditors’ report on those accounts;

re-elect Neil Murray as a Class II director of the Company;

re-elect Christopher FitzGerald as a Class II director of the Company;

re-appoint Ernst & Young LLP in the United Kingdom as auditors of the Company to hold office from the conclusion of the meeting until the conclusion of the annual general meeting of the Company to be held in 2018; and

authorise the board to determine the remuneration of the auditors.

The shareholders received the Company’s accounts for the year ended March 31, 2017 together with the directors’ report and the auditors’ report on those accounts, Messrs. Murray and FitzGerald were re-elected, the shareholders re-appointed Ernst & Young LLP as auditors of the Company to hold office from the conclusion of the meeting until the conclusion of the annual general meeting of the Company to be held in 2018, and the shareholders authorised the board to determine the remuneration of the auditors. The results of the voting were as follows:

Receipt of Company’s Accounts


Votes For	Votes Against	Votes Withheld
33,688,853	415	19,540

Election of Directors:


Director	Votes For	Votes Against	Votes Withheld
Neil Murray	33,703,513	3,887	1,408
Christopher FitzGerald	33,453,391	230,376	25,041

Re-appointment of Ernst & Young LLP:


Votes For	Votes Against	Votes Withheld
33,700,412	2	8,394

Authorisation to Determine Remuneration of Auditors:


Votes For	Votes Against	Votes Withheld
33,698,334	1,250	9,224

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

The information in this 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

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, thereunto duly authorized.