Current Report Filing (8-k)
14 June 2023 - 7:02AM
Edgar (US Regulatory)
0001784535false00017845352023-06-082023-06-08
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, 2023
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 5.07Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on June 8, 2023. Of the 97,226,396 shares of the Company’s common stock outstanding as of the record date, 80,997,974 shares, or 83.31%, 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 |
Matthew Ehrlichman | 63,777,415 | 1,719,332 | 15,501,227 |
Maurice Tulloch | 63,755,196 | 1,741,551 | 15,501,227 |
| 2. | The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified by the stockholders, with votes as follows: |
| | |
FOR | AGAINST | ABSTAIN |
79,732,005 | 517,329 | 748,640 |
| 3. | 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 |
45,726,618 | 19,537,670 | 232,459 | 15,501,227 |
No other matters were submitted for stockholder action at the Annual Meeting.
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 13, 2023
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