Current Report Filing (8-k)
26 May 2023 - 10:01PM
Edgar (US Regulatory)
false000181820100018182012023-05-252023-05-25
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
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Date of Report (Date of earliest event reported): May 25, 2023 |
CCC Intelligent Solutions Holdings Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-39447 |
98-1546280 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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167 N. Green Street, 9th Floor |
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Chicago, Illinois |
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60607 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (800) 621-8070 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common stock, par value $0.0001 per share |
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CCCS |
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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 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2023, CCC Intelligent Solutions Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 614,604,857 shares of common stock, which represent 97.91% of the voting power of all shares of common stock of the Company as of April 3, 2023, the record date for the Annual Meeting, and constituting a quorum for the transaction of business at the Annual Meeting.
The stockholders of the Company voted on the following items at the Annual Meeting:
1.To elect two Class II Directors to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified;
2.To approve, on an advisory (non-binding) basis, the frequency of future advisory (non-binding) stockholder votes on the compensation of the Company's named executive officers;
3.To approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers as set forth in the Proxy Statement for the Annual Meeting (the “Proxy Statement”); and
4.To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
For more information about the foregoing proposals, see the Company’s Proxy Statement.
Holders of the shares of common stock are entitled to one vote per share. The voting results for each of these proposals are detailed below.
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1. |
Election of Class II Directors |
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Director Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
William Ingram |
596,921,726 |
3,130,566 |
14,552,565 |
Lauren Young |
537,447,250 |
62,605,042 |
14,552,565 |
Based on the votes set forth above, each director nominee was duly elected to serve until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified.
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2. |
Advisory Vote on the Frequency of Future Votes on the Compensation of the Company's Named Executive Officers |
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Votes For 1 Year |
Votes for 2 Years |
Votes For 3 Years |
Abstained |
Broker Non-Votes |
599,724,697 |
177,945 |
76,000 |
73,650 |
14,552,565 |
The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company's board of directors in the Company’s Proxy Statement, that the Company will hold future say-on-pay votes on an annual basis until the next advisory vote on the frequency of say-on-pay votes. The next advisory vote regarding the frequency of say on pay votes is required to occur no later than the Company's 2029 annual meeting of stockholders.
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3. |
Advisory Vote on the Compensation of the Company’s Named Executive Officers |
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Votes For |
Votes Against |
Abstained |
Broker Non-Votes |
580,870,639 |
19,090,961 |
90,692 |
14,552,565 |
Based on the votes set forth above, the stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as set forth in the Proxy Statement.
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4. |
Ratification of the Selection of Deloitte as Independent Registered Public Accounting Firm |
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Votes For |
Votes Against |
Abstained |
613,962,027 |
590,148 |
52,682 |
There were no broker non-votes on this proposal.
Based on the votes set forth above, the stockholders ratified the selection of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
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 thereunto duly authorized.
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CCC INTELLIGENT SOLUTIONS HOLDINGS INC. |
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Date: |
May 26, 2023 |
By: |
/s/ Brian Herb |
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Name: Title: |
Brian Herb
Executive Vice President, Chief Financial and Administrative Officer |
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