Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 15, 2020




Blue Apron Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)




Delaware   001-38134   81-4777373

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


28 Liberty Street
New York, New York
(Address of Principal Executive Offices)   (Zip Code)


(347) 719-4312

(Registrants 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)


¨ 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   Name of Exchange on Which Registered
Class A Common Stock, $0.0001 par value per share   APRN   New York Stock Exchange 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 x


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 5.07. Submission of Matters to a Vote of Security Holders.


Blue Apron Holdings, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on June 15, 2020, where the proposals listed below were submitted to a vote of the Company’s stockholders. The proposals are described further in the Company’s definitive proxy statement for the Annual Meeting. At the Annual Meeting:


1. The stockholders voted to elect each of the three Class III director nominees, Tracy Britt Cool, Elizabeth Huebner and Matthew B. Salzberg, to hold office until the Company’s 2023 annual meeting of stockholders.


2. The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020.


Holders of the Company’s Class A common stock are entitled to one vote per share and holders of the Company’s Class B common stock are entitled to ten votes per share. Holders of Class A common stock and Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting.


The Company’s inspector of elections certified the following vote tabulations:


Proposal One: Election of Class III Directors.


Nominee   For   Withheld   Broker Non-Votes
Tracy Britt Cool   34,316,420.173236   1,060,003.421192   5,459,251
Elizabeth Huebner   35,057,579.608842   318,843.985586   5,459,251
Matthew B. Salzberg   34,304,411.173236   1,072,012.421192   5,459,251


Proposal Two: Ratification of the Appointment of Our Independent Registered Public Accounting Firm.


For   Against   Abstain   Broker Non-Votes
40,580,085.594428   127,463   128,126  







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.


Date: June 16, 2020 By: /s/ Meredith L. Deutsch
    Meredith L. Deutsch
    General Counsel and Corporate Secretary




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