Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As described in Item 5.07 below, the stockholders of Commvault Systems, Inc. (the "Company") approved the Sixth Amendment to the Company's Omnibus Incentive Plan (the "Incentive Plan") at the Company's annual meeting of stockholders (the "2022 Annual Meeting"). The Company may grant awards to its officers, employees, directors, consultants, independent contractors, and agents, and those of its affiliates pursuant to the Incentive Plan. The Sixth Amendment increased the number of shares available for issuance under the Incentive Plan by 1,000,000 shares for a total of 11,050,000 shares of Common Stock.

A more complete description of the Incentive Plan is contained in the Company's

2022 Proxy Statement dated July 1, 2022, as filed with the Securities and Exchange Commission, under "Proposal No. 4: Approval of the Omnibus Incentive Plan, as amended by the Sixth Amendment." The complete text of the Sixth Amendment is contained in Annex B of the 2022 Proxy Statement which is incorporated herein by reference.


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Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its 2022 Annual Meeting on August 24, 2022 at which the Company's stockholders voted for (1) the election of directors whose terms expire at the 2023 annual meeting of stockholders, (2) executive compensation on a non-binding, advisory basis, (3) the appointment of Ernst & Young LLP as the Company's independent auditor and public accountants for fiscal year 2023, and (4) additional shares to be available for grant under the Incentive Plan. The voting results are as follows:



1. Election of Directors
Election of Nicholas Adamo:
                        For           Against       Abstain    Broker Non-Vote
                     38,897,892       425,451       19,482        3,523,170

Election of Martha Bejar:


                        For           Against       Abstain    Broker Non-Vote
                     36,696,798      2,622,335      23,692        3,523,170

Election of David F. Walker:


                        For           Against       Abstain    Broker Non-Vote
                     37,774,661      1,544,373      23,791        3,523,170

Election of Keith Geeslin:


                        For           Against       Abstain    Broker Non-Vote
                     38,009,205      1,309,760      23,860        3,523,170

Election of Vivie "YY" Lee:


                        For           Against       Abstain    Broker Non-Vote
                     38,607,749       715,130       19,946        3,523,170

Election of Sanjay Mirchandani:


                        For           Against       Abstain    Broker Non-Vote
                     38,972,463       351,777       18,585        3,523,170

2. Advisory vote on executive compensation


                        For           Against       Abstain    Broker Non-Vote
                     37,003,923      2,307,855      31,047        3,523,170

3. Ratification of independent auditor and public accountants


                        For           Against       Abstain    Broker Non-Vote
                     40,306,460      2,542,473      17,062            0

4. Additional shares available for grant under the Incentive Plan


                        For           Against       Abstain    Broker Non-Vote
                     35,217,686      4,104,400      20,739        3,523,170







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Item 9.01 Financial Statements and Exhibits



(d)  Exhibits

None.




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