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

February 6 15, 2024

Date of Report (Date of earliest event reported)

MODEL N, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-35840

77-0528806

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer Identification No.)

777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 610-4600

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:


☐			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

Name of each exchange on which registered

Common Stock, par value $0.00015 per share

MODN

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 25.0207. ~~Results~~ Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

OnModel N, Inc. held its Annual Meeting of Stockholders on February 6 15, 2024, via live webcast. At the ~~Company~~meeting, ~~issued~~our astockholders ~~press~~voted ~~release~~on ~~announcing~~three ~~its~~proposals, ~~financial~~each ~~results~~of ~~for~~which is described in more detail in our definitive proxy statement filed with the ~~first~~U.S. ~~quarter~~Securities ~~fiscal~~and ~~year~~Exchange ~~2024,~~Commission ~~which~~on ~~ended~~January ~~December 31~~5, ~~2023~~2024. AThe ~~copy~~following is a brief description of ~~the~~each ~~press~~matter ~~release~~voted isupon ~~attached~~and the certified results, including (as ~~Exhibit~~applicable) ~~99.1~~the tonumber ~~this~~of ~~current~~votes ~~report~~cast for, against or withheld on ~~Form~~each 8matter and the number of abstentions and non-Kvotes with respect to each matter.

~~The~~Our ~~information~~stockholders ~~contained~~voted ~~in this Item 2.02 of this current report~~ on ~~Form 8-K and~~ the ~~exhibits~~following ~~attached~~proposals ~~hereto~~at ~~shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~annual 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 under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.meeting:

~~Item 9~~1.~~01. Financial~~To ~~Statements~~elect three Class II directors to serve until the 2027 Annual Meeting of Stockholders and ~~Exhibits.~~until their successors are elected and qualified, subject to earlier resignation or removal;

~~(d) Exhibits~~2.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2024; and

~~The~~3.To ~~following~~hold ~~exhibits~~a ~~are~~non-binding ~~furnished~~advisory ~~herewith:~~vote on the compensation of our named executive officers as disclosed in this proxy statement.

Exhibit Number						Description
99.1						Press Release entitled “Model N Announces First Quarter Fiscal Year 2024 Financial Results,” dated February 6, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

The voting results were as follows:


Proposal 1	Nominee	Votes For	Votes Withheld	Broker Non-Votes
	Baljit Dail	31,131,800	836,050	2,699,268
	Melissa Fisher	31,351,741	616,109	2,699,268
	Alan Henricks	31,321,087	646,763	2,699,268
Proposal 2	Votes For	Votes Against	Abstentions	Broker Non-Votes
	34,505,364	99,979	61,775	0
Proposal 3	Votes For	Votes Against	Abstentions	Broker Non-Votes
	31,147,306	796,871	23,672	2,699,269

SIGNATURES

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



MODEL N, INC.
(Registrant)

By:			/s/ John Ederer
			John Ederer
			Chief Financial Officer

Date: February 6 16, 2024

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