UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): February 8, 2023 (February 8, 2023)~~1934

Date of report (Date of earliest event reported): February 24, 2023 (February 22, 2023)

Duck Creek Technologies, Inc.

(Exact ~~name~~Name of the Registrant as Specified in ~~Its~~ Charter)

Delaware	001-39449	84-3723837
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
22 Boston Wharf Rd., Floor 10
Boston, Massachusetts		02210
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 724-3509

22 Boston Wharf Rd., Floor 10 Boston, Massachusetts	02210
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (949) 214-1000

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(s)	Name of each exchange on which registered
Title of each class:	Trading symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	DCT	NASDAQ Global Select Market

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 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On February 822, 2023, Duck Creek Technologies, Inc., ~~a Delaware corporation~~ (the “Company”), ~~issued~~held aits ~~press~~2023 ~~release~~Annual ~~announcing~~Meeting ~~the expiration~~ of Stockholders (the ~~30-day~~ “~~go-shop~~Meeting”). ~~period~~The Company’s ~~under~~stockholders ~~the~~voted ~~terms~~on ofthree ~~the~~proposals ~~Agreement~~at ~~and~~the ~~Plan~~Meeting, each of ~~Merger,~~which ~~dated~~is ~~January~~described 8,in ~~2023,~~more bydetail ~~and~~in ~~among~~ the Company,’s ~~Disco~~definitive ~~Parent,~~proxy ~~LLC,~~statement afiled ~~Delaware~~with ~~limited~~the ~~liability~~Securities ~~company,~~ and ~~Disco~~Exchange ~~Merger~~Commission ~~Sub~~on December 28, ~~Inc~~2022., aHolders ~~Delaware~~of the Company’s ~~corporation,~~common ~~providing~~stock were entitled to one vote for ~~the~~each ~~acquisition~~share held as of the ~~Company~~close ~~by affiliates~~ of ~~Vista~~business ~~Equity~~on ~~Partners~~December ~~Management~~27, ~~LLC,~~2022. ~~subject~~The tofinal ~~the~~results ~~terms~~with ~~and~~respect ~~conditions~~to ~~set~~each ~~forth~~proposal ~~therein~~are ~~(the~~set ~~“Merger”).~~forth below:

AProposal ~~copy of the press release is attached hereto as Exhibit 99.~~1 ~~and~~- ~~incorporated~~Election byof ~~reference herein.~~Directors

~~Cautionary~~The ~~Statement~~stockholders ~~Regarding~~elected ~~Forward-Looking~~each ~~Statements~~of the three persons named below as Class III directors to serve until the annual meeting of stockholders to be held in 2026 and his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal, based on the following votes:

This communication includes certain disclosures which contain “forward-looking statements” within the meaning of the federal securities laws, including but not limited to those statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. You can identify forward-looking statements because they contain words such as “expect,” “believe,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “forecast,” “outlook” and variations of these terms or the negative of these terms and similar expressions. Forward-looking statements, including statements regarding the Merger, are based on the Company’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.

	For	Withheld	Broker Non-Votes
William Bloom	90,058,708	34,311,118	4,939,104
Kathleen Crusco	91,744,260	32,625,566	4,939,104
Michael Jackowski	119,030,117	5,339,709	4,939,104

~~Important~~Proposal ~~factors,~~2 risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the completion of the Merger on the anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Merger; (ii) potential litigation relating to the Merger that could be instituted against the Company or its directors, managers or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Merger (including the ability of certain customers to terminate or amend contracts upon a change of control) will harm the Company’s business, including current plans and operations, including during the pendency of the Merger; (iv) the ability of the Company to retain and hire key personnel; (v) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (vi) legislative, regulatory and economic developments; (vii) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect the Company’s financial performance; (viii) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (ix) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or the COVID-~~19 pandemic,~~ asRatification ~~well as management’s response to any~~ of ~~the~~Independent ~~aforementioned~~Registered ~~factors;~~Public ~~(x)~~Accounting the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring the Company to pay a termination fee; (xii) those risks and uncertainties set forth under the headings “Special Note Regarding Forward Looking Statements” and “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the Securities and Exchange Commission (the “SEC”) from time to time, which are available via the SEC’s website at www.sec.gov; and (xiii) those risks that will be described in the proxy statement that will be filed with the SEC and available from the sources indicated below.Firm

~~These~~The ~~risks,~~stockholders asratified ~~well as other risks associated with~~ the ~~Merger,~~appointment ~~will~~of beKPMG ~~more~~LLP fully discussed in the proxy statement that will be filed with the SEC in connection with the Merger. There can be no assurance that the Merger will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as ~~exhaustive and should be read in conjunction with~~ the ~~other~~Company’s ~~forward-looking~~independent ~~statements.~~registered ~~The~~public ~~forward-looking~~accounting ~~statements~~firm ~~relate~~for ~~only to events as of~~ the ~~date~~fiscal ~~on which the statements are made. The Company does not undertake any obligation to publicly update or review any~~year ~~forward-looking~~ending ~~statement~~August ~~except as required by law~~31, ~~whether as a result of new information~~2023, ~~future~~based developments or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on ~~any of our forward-looking statements. You should specifically consider~~ the ~~factors~~following identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect the Company.votes:

Important Additional Information and Where to Find It

For		Against		Abstain
128,987,352		93,581		227,997

~~This~~Proposal ~~communication~~3 is- ~~being~~Advisory ~~made~~Vote inon ~~connection with~~ the ~~Merger.~~Compensation In connection with the Merger, the Company plans to file a proxy statement and certain other documents regarding the Merger with the SEC. The definitive proxy statement (if and when available) will be mailed to stockholders of ~~the~~Our ~~Company.~~Named ~~This~~Executive communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT THAT WILL BE FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Stockholders will be able to obtain, free of charge, copies of such documents filed by the Company when filed with the SEC in connection with the Merger at the SEC’s website (http://www.sec.gov). In addition, the Company’s stockholders will be able to obtain, free of charge, copies of such documents filed by the Company at the Company’s website (https://ir.duckcreek.com). Alternatively, these documents, when available, can be obtained free of charge from the Company upon written request to the Company at 22 Boston Wharf Road, Floor 10, Boston, Massachusetts 02210.Officers

~~Participants~~The instockholders approved, on an advisory basis, the ~~Solicitation~~compensation of the Company’s named executive officers, as follows:

The Company and certain of its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from stockholders of the Company in connection with the Merger. Additional information regarding the identity of the participants, and their respective direct and indirect interests in the Merger, by security holdings or otherwise, will be set forth in the proxy statement and other relevant materials to be filed with the SEC in connection with the Merger (if and when they become available). You may obtain free copies of these documents using the sources indicated above.

For		Against		Abstain		Broker Non-Votes
122,338,048		1,825,516		206,262		4,939,104

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURE

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated February 8, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

		DUCK CREEK TECHNOLOGIES, INC.
Date: February 8, 2023	By:	/s/ Kevin R. Rhodes
Date: February 24, 2023	By:	/s/ Kevin R. Rhodes
		Name: Kevin R. Rhodes
		Title: Chief Financial Officer

Filing Compare · DUCK CREEK TECHNOLOGIES, INC.