PRCH Porch Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): October 4, 2022

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(855) 767-2400

(Registrant’s telephone number, including area code)

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(Former name or former address, if changed since last report)

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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:

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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).

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Emerging growth company ☐

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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. ☐

On October 4, 2022 (the “Effective Date”), the Board of Directors (the “Board”) of Porch Group, Inc. (the “Company”) approved the appointment of Amanda Reierson and Camilla Velasquez, effective immediately, to fill vacancies on the Board and to join committees of the Board as noted herein.

Ms. Reierson has been designated as Class I director, and Ms. Velasquez has been designated as Class II director.  The terms for each director will expire at the Company’s annual meeting of stockholders in 2024, at which time the designation of all directors of the Company shall be declassified and voted upon by shareholders for a one-year appointment. Ms. Reierson was appointed to the Mergers and Acquisitions Committee of the Board, and Ms. Velasquez was appointed to the Compensation Committee of the Board. The Board has determined that Mses. Reierson and Velasquez each satisfy the independence criteria set forth in the Nasdaq rules and is, therefore, “independent” for purposes of serving on the Board. Further, the Board has determined that Ms. Velasquez satisfies the additional independence requirements of Nasdaq and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for service on the Compensation Committee.

In connection with their appointments, Mses. Reierson and Velasquez will be compensated for their service on the Board in the same manner as the Company’s other non-employee directors, including an annual cash retainer and an annual grant of restricted stock units. For a description of the Company’s non-employee director compensation program, see “Director Compensation” in the Company’s 2022 annual meeting proxy statement, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2022. The Company also will enter into its standard form of indemnification agreement with each of Mses. Reierson and Velasquez, a copy of which was previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2020 and is incorporated herein by reference.

There are no arrangements or understandings between Ms. Reierson or Ms. Velasquez and any other persons pursuant to which she, respectively, was selected as a director of the Company, and there are no transactions between Ms. Reierson or Ms. Velasquez, on the one hand, and the Company, on the other hand, that would require disclosure pursuant to Item 404(a) of Regulation S-K.