0001059262--12-31 00010592622023-05-102023-05-10

 

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): May 10, 2023

 

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SP PLUS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-50796

16-1171179

(Commission File Number)

(IRS Employer Identification No.)

 

200 E. Randolph Street, Suite 7700, Chicago, Illinois 606017702

(Address of Principal Executive Offices) (Zip Code)

 

(312) 274-2000

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changedf 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 (see General Instruction A.2. below):

 

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, $0.001 par value per share

SP

Nasdaq Global Select Market

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On May 10, 2023, SP Plus Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, as further described in Item 5.07 below, the Company’s shareholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation, which became effective upon the Company’s filing of the amendment to the Company's Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 11, 2023. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

On May 11, 2023, the Company’s Board of Directors also approved an amendment to the Company’s Amended and Restated Bylaws relating to new Delaware law provisions regarding officer exculpation. A copy of the amendment to the Company’s Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

At the Annual Meeting, the Company’s stockholders: (i) elected six (6) directors; (ii) approved, on a non-binding, advisory basis, a resolution approving the 2022 compensation paid to the Company’s named executive officers; (iii) approved, on a non-binding, advisory basis, the frequency of one year for the advisory vote on compensation of the Company’s named executive officers; (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023; and (v) approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.

 

The following are the final voting results on the five proposals presented to the Company’s stockholders at the Annual Meeting:

 

Proposal 1: Election of Directors

 

The Company’s stockholders elected each of the six director nominees nominated by the Company’s Board of Directors to serve as directors until the 2024 annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier resignation, removal or death, by the following vote:

 

Nominees

 

For

 

Withhold

 

Broker Non-Votes

G Marc Baumann

 

16,671,066

 

406,961

 

821,147

Alice M. Peterson

 

16,685,273

 

392,754

 

821,147

Gregory A. Reid

 

17,006,261

 

71,766

 

821,147

Wyman T. Roberts

 

16,708,909

 

369,118

 

821,147

Diana L. Sands

 

17,005,761

 

72,266

 

821,147

Douglas R. Waggoner

 

16,706,181

 

371,846

 

821,147

 

Proposal 2: Non-Binding, Advisory Vote on the 2022 Compensation of the Company’s Named Executive Officers

 

The Company’s stockholders approved, on a non-binding, advisory basis, a resolution approving the 2022 compensation of the Company’s named executive officers by the following vote:

 

For

16,249,367

 

Against

721,946

 

Abstain

106,714

 

Broker Non-Votes

821,147

 

 

 

 

 

 

 

Proposal 3: Non-Binding, Advisory Vote on the Frequency of the Advisory Vote on Compensation of Company’s Named Executive Officers

 

The Company’s stockholders approved, on a non-binding, advisory basis, the frequency of one year for the advisory vote on compensation of the Company’s named executive officers by the following vote:

 

1 Year

16,223,844

 

2 Years

10,291

 

3 Years

816,049

 

Abstain

27,843

Broker Non-Votes

821,147

 

 

 

 

 

 

 

 

 

 

 


 

 

In consideration of the stockholder vote on Proposal 3, and consistent with the recommendation of the Company’s Board of Directors disclosed in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 2023, the Company has determined to hold the non-binding, advisory vote on the compensation of the Company’s named executed officers on an annual basis until stockholders vote on the next required frequency proposal.

 

Proposal 4: Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

 

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2023 by the following vote:

 

For

 

Against

 

Abstain

 

 

17,430,415

 

468,323

 

436

 

 

 

 

Proposal 5: Approve an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation

 

The Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation by the following vote:

 

For

12,612,515

 

Against

4,460,293

 

Abstain

5,219

 

Broker Non-Votes

821,147

 

 

 

 

 

 

 

 

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

 

 

 

 

Exhibit

Number

Description

 

 

3.1

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of SP Plus Corporation dated May 11, 2023.

 

 

3.2

Amendment to Fourth Amended and Restated Bylaws of the Company dated May 11, 2023.

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

 

 

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.

 

 

 

 

SP PLUS CORPORATION

(Registrant)

 

 

 

            Date: May 16, 2023

By: /s/ Wenyu Blanchard

 

      Wenyu Blanchard

      Chief Legal Officer and Secretary