Current Report Filing (8-k)
June 10 2022 - 5:13PM
Edgar (US Regulatory)
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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): June 8, 2022
PORCH GROUP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-39142 | | 83-2587663 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| |
411 1st Avenue S., Suite 501 | |
Seattle, Washington | 98104 |
(Address of principal executive offices) | (Zip Code) |
(855) 767-2400
(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:
| |
☐ | 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 |
Common stock, par value $0.0001 | | PRCH | | The Nasdaq Stock Market LLC |
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 5.03Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Porch Group, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 8, 2022. At the Annual Meeting, upon the recommendation of the board of directors of the Company (the “Board”), the Company’s stockholders approved amendments to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to (i) declassify the Board and (ii) eliminate the supermajority voting requirements therein (together, the “Charter Amendments”), as further described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2022.
The Charter Amendments became effective upon the filing of the Third Amended and Restated Certificate of Incorporation of the Company (the “Third A&R Charter”) with the Secretary of State of Delaware on June 9, 2022.
The foregoing description of the terms of the Charter Amendments does not purport to be complete and is qualified in its entirety by the full text of the Third A&R Charter, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on June 8, 2022. Of the 99,013,769 shares of the Company’s common stock outstanding as of the record date, 81,660,325 shares, or 82.47%, were present virtually or represented by proxy at the Annual Meeting. The final voting results for each of the matters submitted to a Company stockholder vote at the Annual Meeting are set forth below.
| 1. | Each of the following persons was duly elected by the Company’s stockholders to serve as a director on the Board until the Company’s 2024 Annual Meeting of Stockholders and until his successor is duly elected and qualified, subject to his earlier resignation, removal or death, with votes as follows: |
| | | |
NOMINEE | FOR | WITHHOLD | BROKER NON-VOTES |
Alan Pickerill | 72,000,684 | 1,702,401 | 7,957,240 |
Regi Vengalil | 72,196,673 | 1,506,412 | 7,957,240 |
| 2. | The amendment to the Company’s Charter to declassify the Company’s Board commencing with the Company’s 2024 Annual Meeting of Stockholders was approved by the stockholders, with votes as follows: |
| | | |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
73,549,290 | 142,640 | 11,155 | 7,957,240 |
| 3. | The amendment to the Company’s Charter to eliminate the supermajority voting requirements therein commencing with the Company’s 2024 Annual Meeting of Stockholders was approved by the stockholders, with votes as follows: |
| | | |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
73,265,970 | 432,958 | 4,157 | 7,957,240 |
| 4. | The compensation of the Company’s named executive officers was approved, on an advisory (non-binding) basis, by the stockholders, with votes as follows: |
| | | |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
71,065,105 | 2,356,985 | 280,995 | 7,957,240 |
| 5. | The frequency of “EVERY YEAR” for future advisory (non-binding) votes to approve the compensation of the Company’s named executive officers was recommended by the stockholders, with votes as follows: |
| | | | |
EVERY YEAR | EVERY TWO YEARS | EVERY THREE YEARS | ABSTAIN | BROKER NON-VOTES |
73,411,499 | 2,704 | 121,564 | 167,318 | 7,957,240 |
Based on the results of the stockholder advisory vote, until the next required vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, the Company intends to include an advisory (non-binding) vote on the compensation of the Company’s named executive officers in its proxy materials EVERY YEAR.
| 6. | The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified by the stockholders, with votes as follows: | |
| | |
FOR | AGAINST | ABSTAIN |
80,996,755 | 129,260 | 534,310 |
No other matters were submitted for stockholder action at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| | | |
| PORCH GROUP, INC. |
| | |
| By: | /s/ Matthew Cullen |
| | Name: | Matthew Cullen |
| | Title: | General Counsel |
Date: June 10, 2022
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