TRINET GROUP, INC. — Declaration of Voting Results & Voting Rights Announcements 2021

Jun 2, 2021

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 27, 2021

TRINET GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		95-3359658
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
One Park Place, Suite 600
Dublin,	CA	94568
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: ( 510 ) 352-5000

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:

☐	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 registered
Common stock par value $0.000025 per share	TNET	New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 27, 2021, TriNet Group, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 14, 2021. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal 1 . Stockholders elected each of the four nominees below as Class I directors to serve until the Company’s 2024 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. As reported in our Current Report on Form 8-K and supplemental filing under Schedule 14A, both filed on May 26, 2021, Shawn Guertin did not stand for reelection. The voting results were as follows:

Director Name	Votes For	Votes Withheld	Broker Non-Votes	Percentage of Votes in Favor
Katherine August-deWilde	59,229,169	887,281	2,178,935	98.52%
H. Raymond Bingham	58,507,742	1,608,708	2,178,935	97.32%
Ralph A. Clark	58,758,205	1,331,245	2,178,935	97.79%
Maria Contreras-Sweet	59,365,858	750,592	2,178,935	98.75%

Proposal 2. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes	Percentage of Votes in Favor
59,459,387	594,875	62,188	2,178,935	98.90%

Proposal 3. Stockholders approved, on an advisory basis, an annual frequency for the stockholder advisory votes on the compensation of the Company’s named executive officers. The voting results were as follows:

Votes For	Every Year	Every Two Year	Every Three Year	Abstain	Broker Non-Votes
Total Votes	58,852,424	1,636	1,232,341	30,049	2,178,935

Proposal 4. Stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The voting results were as follows:

Votes For	Votes Against	Abstentions	Percentage of Votes in Favor
62,243,623	22,024	29,738	99.92%

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 hereunto duly authorized.

TriNet Group, Inc. — /s/ Samantha Wellington
Samantha Wellington
Senior Vice President, Chief Legal Officer and Secretary