UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

~~December~~January 2129, ~~2017~~2018

BAZAARVOICE, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-35433	20-2908277
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10901 Stonelake Blvd.

Austin, Texas 78759

(Address of principal executive offices, including zip code)

(512) 551-6000

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[x ] 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))

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.~~01. Other~~07 ~~Events~~Submission of Matters to a Vote of Securities Holders.

On ~~December~~January 2129, ~~2017~~2018, ~~the~~at U8:30 a.Sm. ~~Federal~~Central ~~Trade~~time, ~~Commission granted~~Bazaarvoice, ~~early~~Inc. ~~termination,~~(the ~~effective~~"Company") ~~immediately,~~held a special meeting of stockholders (the ~~applicable~~"Special ~~waiting~~Meeting") ~~period~~to ~~under~~consider ~~the~~and ~~Hart-Scott-Rodino~~vote ~~Antitrust~~on ~~Improvements~~the ~~Act~~following proposals (each of ~~1976,~~which asis ~~amended~~described (in the ~~“HSR~~definitive ~~Act”),~~proxy ~~with~~statement ~~respect~~filed toby the ~~previously~~Company ~~announced~~with ~~merger~~the Securities and Exchange Commission on December 26, 2017): (i) a proposal (the “"Merger” Proposal") ~~pursuant~~ to adopt the Agreement and Plan of Merger, ~~dated as of November 26, 2017~~ (as it may be amended, supplemented or modified from time to time, including by a First Amendment to Agreement and Plan of Merger on December 14, 2017, the “"Merger Agreement”"), bydated ~~and~~as ~~among~~of ~~Bazaarvoice~~November 26, ~~Inc.~~2017, aby ~~Delaware~~and ~~corporation~~among (the “Company”), BV Parent, LLC, a Delaware limited liability company (“"Parent”"), and BV Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent, and approve the Merger, (ii) a proposal (the "Adjournment Proposal") to adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal and (iii) a proposal (the "Compensation Proposal") to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger.

~~The~~There ~~early~~were ~~termination~~86,200,470 shares of ~~the~~Company ~~waiting~~common ~~period~~stock ~~under~~issued ~~the~~and ~~HSR~~outstanding ~~Act~~on ~~satisfies~~the ~~one~~record ofdate ~~the~~and ~~conditions~~entitled to vote at the ~~closing~~Special ofMeeting ~~the~~and ~~Merger.~~56,259,194 ~~The~~shares ~~closing~~were ofrepresented ~~the~~in ~~Merger~~person ~~remains~~or ~~subject~~by toproxy at the ~~satisfaction~~Special orMeeting, ~~waiver~~which ofconstituted ~~the~~a ~~remaining~~quorum ~~conditions~~ to ~~the~~conduct ~~Merger~~business ~~set~~at ~~forth~~the inSpecial ~~the~~Meeting. ~~Merger~~The ~~Agreement,~~items ~~including~~voted ~~adoption~~upon ofat the ~~Merger~~Special ~~Agreement~~Meeting byand the ~~Company’s~~final ~~stockholders.~~voting results for each proposal were as follows:

~~Forward-looking~~1. ~~statements~~Merger Proposal:

This communication, and the documents to which the Company refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, including the timing of the transaction and other information relating to the transaction. Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the expected completion and timing of the transaction and other information relating to the transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. They discuss the Company’s future expectations or state other forward-looking information and may involve known and unknown risks over which the Company has no control. Those risks include, (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the common stock of the Company, (ii) the failure to satisfy of the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of the Company and the receipt of regulatory approvals from various domestic governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the risk that the definitive merger agreement may be terminated in circumstances that require the Company to pay a termination fee and/or reimbursement of their expenses; (v) risks regarding the failure to obtain the necessary financing to complete the merger, (vi) the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results and business generally, (vii) risks that the proposed transaction disrupts current plans and operations, (viii) risks related to diverting management’s attention from the Company’s ongoing business operations, and (ix) the outcome of any legal proceedings that may be instituted against the Company related to the merger agreement or the transaction. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are described in the Company’s SEC reports, including but not limited to the risks described in the Company’s Annual Report on Form 10-K for its fiscal year ended April 30, 2017 and Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2017 and October 31, 2017. Except as required by applicable law or regulation, the Company does not undertake to update these forward-looking statements to reflect future events or circumstances.



Votes For	Votes Against	Abstentions
54,819,108	641,263	798,823

~~Additional~~2. ~~Information~~Adjournment ~~and Where to Find It~~Proposal:

In connection with the merger, the Company intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A[, a preliminary version of which has been filed with the SEC]. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the merger (when



Votes For	Votes Against	Abstentions
53,084,567	2,373,213	801,414

~~they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www~~3.~~sec.gov)~~ orCompensation ~~at the Company’s website http~~Proposal:~~//www.bazaarvoice.com or by writing to the Company’s Secretary at 10901 Stonelake Blvd, Austin, TX 78759.~~

Participants in the Solicitation



Votes For	Votes Against	Abstentions
53,712,427	1,694,092	852,675

~~The~~No ~~Company~~other ~~and~~business ~~its~~properly ~~directors~~came ~~and~~before ~~executive officers may be deemed to be participants in~~ the ~~solicitation~~Special ~~of proxies from the Company’s stockholders with respect to the merger~~Meeting. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement on Schedule 14A filed with the SEC on October 13, 2017 and the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2017. To the extent that such individual's holdings of the Company’s common stock have changed since the amounts printed in the Company’s proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the identity of the potential participants, and their direct or indirect interests in the merger, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the merger.

SIGNATURE

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.



		BAZAARVOICE, INC.

	By:	/s/ Kin Gill
		Kin Gill Chief Legal Officer, General Counsel and Secretary

Date: ~~December~~January 2229, ~~2017~~2018

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