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): ~~April~~May 24, 2023

QUALTRICS INTERNATIONAL INC.

(Exact name of registrant as specified in charter)

Delaware

001-39952

47-1754215

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

333 West River Park Drive

Provo, Utah 84604

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (385) 203-4999

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):


☐			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

Class A Common Stock, par value $0.0001 per share

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined by 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 85.~~01 Other~~07 Submission ~~Events~~of Matters to a Vote of Security Holders.

AsOn ~~previously~~May ~~disclosed~~24, on2023, ~~March~~the ~~12,~~Company held its 2023, ~~Qualtrics~~Annual ~~International~~Meeting ~~Inc.~~of Stockholders (the “~~Company~~Annual Meeting”). ~~entered~~The ~~into~~Company’s anstockholders ~~Agreement~~voted ~~and~~on ~~Plan~~two ofproposals ~~Merger~~at (the ~~“Merger~~Annual ~~Agreement”)~~Meeting, byeach ~~and~~of ~~among~~which is described in more detail in the Company,’s ~~Quartz~~definitive ~~Holdco,~~proxy ~~LLC,~~statement afiled ~~Delaware~~with ~~limited~~the ~~liability~~Securities ~~company~~and Exchange Commission on April 14, 2023 (the “~~Parent~~Proxy Statement”),. ~~and~~Holders ~~Quartz~~of ~~MergerCo,~~the ~~Inc.,~~Company’s aClass ~~Delaware~~A ~~corporation~~common ~~and~~stock awere ~~wholly~~entitled ~~owned~~to ~~subsidiary~~one vote for each share held as of ~~Parent~~the close of business on March 27, 2023 (the “~~Merger~~Record ~~Sub~~Date”), ~~pursuant~~and holders of the Company’s Class B common stock were entitled to ~~which~~ten ~~Merger~~votes ~~Sub~~for ~~will~~each ~~merge~~share ~~with~~held ~~and~~as ~~into~~of the ~~Company~~close of business on the Record Date. The Class A common stock and Class B common stock (the “~~Merger~~common stock”), ~~with~~voted ~~the~~as ~~Company~~a ~~surviving~~single class on all matters. Present at the ~~Merger~~Annual asMeeting, virtually or by proxy, were holders of 560,948,006 shares of common stock, together representing a ~~wholly~~total ~~owned~~of ~~subsidiary~~4,369,483,496 votes, or a majority in voting power of ~~Parent~~the outstanding shares entitled to vote generally at a meeting of stockholders, and constituting a quorum under the Company’s bylaws. The final results with respect to each such proposal are set forth below.

~~Under~~Proposal ~~the~~1 ~~terms~~— ofElection ~~the Merger Agreement, the consummation~~ of the Merger is subject to certain customary closing conditions, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”)Directors. ~~Effective as of 11:59 p.m. Eastern Time on April 24, 2023, the waiting period under the HSR Act expired with respect to the Merger.~~

The ~~consummation~~stockholders ofelected the ~~Merger~~eleven ~~remains~~persons ~~subject~~named tobelow ~~the~~as ~~satisfaction~~directors, ~~(or~~each ~~written~~to ~~waiver~~serve byuntil ~~each of~~ the ~~Company,~~next ~~Parent~~annual ~~and~~meeting ~~Merger~~of ~~Sub~~stockholders ifand ~~permissible~~until byhis ~~law)~~or ofher ~~other~~successor ~~closing~~has ~~conditions,~~been ~~including,~~elected ~~but~~and ~~not limited to~~qualified, ~~clearances~~ or ~~approvals~~until ~~having~~his ~~been obtained~~ or ~~waived~~her ~~under~~earlier ~~applicable~~death, ~~specified~~resignation, ~~foreign~~or ~~antitrust laws and foreign investment laws~~removal. The ~~parties~~results ~~expect~~of ~~that~~such ~~the~~vote ~~Merger will be consummated in the second half of 2023.~~were:

Forward-Looking Statements


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Ritu Bhargava	4,329,238,516	24,190,228	583,931	15,470,822
Egon Durban	4,292,379,179	61,053,101	580,395	15,470,822
Sindhu Gangadharan	4,305,052,766	48,363,770	596,139	15,470,822
Omar Johnson	4,351,786,185	1,613,501	612,989	15,470,822
Christian Klein	4,292,099,190	61,339,374	574,111	15,470,822
Robin Manherz	4,329,219,713	24,206,493	586,469	15,470,822
Luka Mucic	4,294,654,923	58,775,337	582,415	15,470,822
Scott Russell	4,329,191,996	24,235,746	584,933	15,470,822
Zig Serafin	4,306,049,271	47,412,024	551,380	15,470,822
Ryan Smith	4,295,820,860	57,650,383	541,432	15,470,822
Kelly Steckelberg	4,351,887,504	1,540,909	584,262	15,470,822

~~This~~Proposal ~~Current~~2 ~~Report~~— onRatification ~~Form 8-K may contain “forward-looking statements” within the meaning~~ of ~~the~~Appointment ~~Private Securities Litigation Reform Act~~ of ~~1995.~~Independent InRegistered ~~some~~Public ~~cases,~~Accounting you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statementsFirm.

~~Forward-looking~~The ~~statements~~stockholders ~~are~~ratified predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or outcomes to differ materially from those anticipated or implied in the ~~statements.~~appointment ~~Important factors that could cause actual outcomes or results to differ materially from the forward-looking statements include, but are not limited to, (a) the ability~~ of ~~the~~BDO parties to consummate the Merger in a timely manner or at all; (b) the satisfaction (or waiver) of closing conditions to the consummation of the Merger; (c) potential delays in consummating the Merger; (d) the ability of the Company to timely and successfully achieve the anticipated benefits of the Merger; (e) the occurrence of any eventUSA, ~~change~~LLP oras ~~other circumstance or condition that could give rise to~~ the ~~termination of the Merger Agreement; (f) the~~ Company’s ~~ability~~independent toregistered ~~implement~~public ~~its~~accounting ~~business~~firm ~~strategy;~~for ~~(g) significant transaction costs associated with~~ the ~~Merger;~~fiscal ~~(h)~~year ~~potential~~ending ~~litigation~~December ~~relating to the Merger; (i) the risk that disruptions from the Merger will harm the Company’s business~~31, ~~including~~2023. ~~current~~The ~~plans~~results ~~and operations; (j) the ability~~ of ~~the~~such ~~Company~~vote to retain and hire key personnel; (k) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Merger; (l) legislative, regulatory and economic developments affecting the Company’s business; (m) general economic and market developments and conditions; (n) the evolving legal, regulatory and tax regimes under which the Company operates; (o) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect the Company’s financial performance; (p) restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; and (q) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as the Company’s response to any of the aforementioned factors.were:

Additional risks and uncertainties that could cause actual results, performance or outcomes to differ materially from those contemplated by the forward-looking statements are and/or will be included under the caption “Risk Factors” and elsewhere in the Company’s most recent Annual Report on Form 10-K, filed with the SEC on February 24, 2023, and any subsequent public filings. Forward-looking statements speak only as of the date the statements are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation to update forward-looking statements, whether to reflect new information, events or circumstances after the date they were made or otherwise, except as required by law.


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,368,500,271	300,856	682,370	0

Additional Information and Where to Find It

This communication is being made in respect of the pending Merger involving the Company and Parent. The Company has filed a definitive information statement (the “Information Statement”) containing the information with respect to the Merger specified in Schedule 14C promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) and describing the pending Merger and commenced mailing of the Information Statement to the Company’s stockholders. INVESTORS ARE URGED TO CAREFULLY READ THE INFORMATION STATEMENT REGARDING THE PENDING MERGER AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of charge, at the SEC’s website, www.sec.gov or through the “Investors” section of Qualtrics’ website at https://www.qualtrics.com/investors/.

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.

QUALTRICS INTERNATIONAL INC.

Dated: May 25, 2023

QUALTRICS INTERNATIONAL INC.

Dated: April 25, 2023

By:

/s/ Blake Tierney

By:

/s/ Blake Tierney

Name:

Blake Tierney

Title:

General Counsel

Filing Compare · Qualtrics International Inc.