Current Report Filing (8-k)
May 04 2022 - 04:10PM
Edgar (US Regulatory)
false000130516800013051682022-04-282022-04-28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM |
8-K |
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
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Date of Report: |
April 28, 2022 |
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(Date of earliest event reported) |
ARC Document Solutions, Inc. |
(Exact name of registrant as specified in its charter) |
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Delaware |
001-32407 |
20-1700361 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification Number) |
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12657 Alcosta Blvd, Suite 200 |
San Ramon |
CA |
94583 |
(Address of principal executive offices) |
(Zip Code) |
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(925) |
949-5100 |
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(Registrant's telephone number, including area code) |
Not Applicable
(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:
☐
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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
ARC |
The New York Stock Exchange |
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 2.02. Results of Operations and Financial
Condition
On May 4, 2022, ARC Document Solutions, Inc. (the “Company”)
issued a press release reporting its financial results for the
first quarter of the fiscal year ending December 31, 2022. A copy
of the press release is furnished as Exhibit 99.1 and is
incorporated by reference herein.
The information contained in Item 2.02 of this Current Report
on Form 8-K, including Exhibit 99.1 attached hereto, shall not be
deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or incorporated by reference into any filing of the Company under
the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.
Item 5.07. Submission of Matters to a Vote of Security
Holders
On April 28, 2022, the Company held its 2022 annual meeting of
stockholders. A total of 43,205,623 shares of the Company’s common
stock were entitled to vote as of March 2, 2022, which was the
record date for the annual meeting. There were 32,796,252 shares
present in person or by proxy at the annual meeting. Set forth
below are the matters voted upon by the Company’s stockholders at
the 2022 annual meeting and the final voting results of each such
proposal.
Proposal 1 - Election of Directors
The stockholders elected five directors, each to serve a one-year
term until the Company’s next annual meeting of stockholders and
until their respective successors are elected and qualified. The
results of the vote were as follows:
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For
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Withheld
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Broker Non-Votes
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Kumarakulasingam Suriyakumar
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22,432,152
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739,105
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9,624,995
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Bradford L. Brooks
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22,651,970
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519,287
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9,624,995
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Cheryl Cook
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22,592,295
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578,962
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9,624,995
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Tracey Luttrell
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20,847,201
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2,324,056
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9,624,995
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Mark W. Mealy
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22,560,944
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610,313
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9,624,995
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Proposal 2 - Ratification of Appointment of Independent Registered
Public Accounting Firm
The Company’s stockholders voted to ratify the appointment of
Armanino LLP as the Company’s independent auditors for the fiscal
year ending December 31, 2022. The results of the vote were as
follows:
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For
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Against
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Abstain
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32,719,157
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52,013
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25,082
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Brokers were permitted to cast stockholder non-votes at their
discretion on this proposal.
Proposal 3 - Advisory, Non-Binding Vote on Executive
Compensation
The Company’s stockholders approved, on a non-binding advisory
basis, the compensation paid to the Company’s named executive
officers for fiscal year 2021, as disclosed in the Company’s 2022
proxy statement. The results of the advisory, non-binding vote were
as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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20,365,796
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1,077,921
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1,727,540
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9,624,995
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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.
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Dated: May 4, 2022 |
ARC DOCUMENT SOLUTIONS, INC.
By:
/s/ Jorge Avalos
Jorge Avalos
Chief
Financial Officer
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Exhibit Index |
Exhibit No. |
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Description |
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ARC Document Solutions (NYSE:ARC)
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