0001836833FALSE00018368332024-07-112024-07-110001836833us-gaap:CommonStockMember2024-07-112024-07-110001836833us-gaap:WarrantMember2024-07-112024-07-11

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): July 11, 2024

Planet Labs PBC
(Exact name of registrant as specified in its charter)

Delaware
001-40166
85-4299396
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
645 Harrison Street, Floor 4
San Francisco, California
94107
(Address of principal executive offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (415) 829-3313

N/A
(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 classTrading
Symbol(s)		Name of each exchange
on which registered
Class A common stock, $0.0001 par value per share
PL
New York Stock Exchange
Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share
PLWS
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 5.07. Submission of Matters to a Vote of Security Holders.

On July 11, 2024, Planet Labs PBC (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter. There were 269,599,722 shares of the Company’s Class A common stock and 21,157,586 shares of the Company’s Class B common stock entitled to vote as of the record date for the Annual Meeting, each share of Class A common stock being entitled to one vote, and each share of Class B common stock being entitled to twenty votes. A total of 187,006,598 shares of the Company’s Class A and Class B common stock, voting as a single class and representing in aggregate 589,000,732 votes, were represented and voted at the Annual Meeting or by proxy at the Annual Meeting.

Proposal One: Election of Directors

The Company’s stockholders elected Kristen Robinson, Carl Bass, and Ita Brennan as members of the Company’s board of directors as Class III directors for a three-year term. The results of the vote were as follows:

NomineeForWithheldBroker Non-Votes
Kristen Robinson528,072,9179,507,47151,420,344
Carl Bass515,151,66922,428,71951,420,344
Ita Brennan528,331,4569,248,93251,420,344

Proposal Two: Election of Directors

The Company’s stockholders elected Susan Wojcicki as a member of the Company’s board of directors as a Class II director for a two-year term. The results of the vote were as follows:

NomineeForAgainstAbstainBroker Non-Votes
Susan Wojcicki536,859,896624,61695,87651,420,344

Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025. The results of the vote were as follows:

ForAgainstAbstainBroker Non-Votes
586,179,9111,271,7391,549,082—



Proposal Four: Non-Binding Advisory Vote on the Compensation of Named Executive Officers

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended January 31, 2025, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:

ForAgainstAbstainBroker Non-Votes
513,085,08316,188,6168,306,68951,420,344



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.

Planet Labs PBC
Date: July 11, 2024
By:
/s/ Ashley Johnson
Ashley Johnson
President and Chief Financial Officer


v3.24.2
Cover
Jul. 11, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 11, 2024
Entity Registrant Name Planet Labs PBC
Entity Incorporation, State or Country Code DE
Entity File Number 001-40166
Entity Tax Identification Number 85-4299396
Entity Address, Address Line One 645 Harrison Street
Entity Address, Address Line Two Floor 4
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94107
City Area Code 415
Local Phone Number 829-3313
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001836833
Amendment Flag false
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Class A common stock, $0.0001 par value per share
Trading Symbol PL
Security Exchange Name NYSE
Warrant  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share
Trading Symbol PLWS
Security Exchange Name NYSE
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