false 0001752474 0001752474 2022-06-16 2022-06-16

 

 

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 16, 2022

 

 

KLDiscovery Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38789

 

61-1898603

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.) 

 

8201 Greensboro Dr.

Suite 300

McLean, VA

 

22102

(Address of principal executive offices)

 

(Zip Code)

 

(703) 288-3380

(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 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

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

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 June 16, 2022, the Company held its 2022 annual meeting of stockholders (the “Annual Meeting”).  A total of 42,701,216 shares of the Company's common stock were entitled to vote as of April 20, 2022, the record date for the Annual Meeting. There were 33,713,249 shares voted at the Annual Meeting, at which the stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.

 

 

(i)

The following directors were elected at the Annual Meeting and the voting for each director was as follows:

 

NOMINEES

FOR

WITHHELD

BROKER NON-VOTES

 

 

 

 

 

Ian Fujiyama

32,026,285

1,335,083

351,881

Arjun Shah

33,262,805

98,563

351,881

Christopher J. Weiler

33,266,005

95,363

351,881

 

 

(ii)

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified by the following vote:

 

FORAGAINSTABSTAIN33,705,8667,3830

 

  (iii)

The issuance of the Company’s common stock upon any conversion of the Debentures was approved by the following vote:

 

FORAGAINSTABSTAIN33,356,6674,7010

 

 

 

 

 

 

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.

 

 

 

KLDiscovery Inc.

 

 

Date: June 17, 2022

 

By:

 

/s/ Christopher J. Weiler

 

 

Name: 

 

Christopher J. Weiler

 

 

Title:

 

Chief Executive Officer

 

 

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