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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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)
TrueCar, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-36449 | | 04-3807511 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
225 Santa Monica Blvd, 12th Floor
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
(800) 200-2000
(Registrant’s telephone number, including area code)
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, par value $0.0001 per share | TRUE | The 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 (§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 23, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, proxies representing 65,955,124 shares (“Shares”) of the Company’s common stock, par value $0.0001 per share, or approximately 72% of the Shares entitled to vote, were present and voted on the following four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2024 (the “Proxy Statement”). The Company’s inspector of election certified the vote tabulations indicated below.
Proposal 1
The individuals listed below were elected at the Annual Meeting to serve as Class I directors on the Company’s Board of Directors until the Company’s 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
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| | For | | Withheld | | Broker Non-Votes |
Barbara A. Carbone | | 41,484,692 | | 1,894,764 | | 22,575,668 |
| Jantoon E. Reigersman | | 42,006,285 | | 1,373,171 | | 22,575,668 |
| Diego A. Rodriguez | | 42,313,212 | | 1,066,244 | | 22,575,668 |
Proposal 2
Proposal 2 was a management proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2024, as described in the Proxy Statement. This proposal was approved.
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstained | | Broker Non-Votes |
| 57,501,092 | | 8,443,309 | | 10,723 | | 0 |
Proposal 3
Proposal 3 was an advisory vote to approve the Company’s named executive officer compensation, as described in the Proxy Statement. This proposal was approved.
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstained | | Broker Non-Votes |
| 34,370,963 | | 792,576 | | 8,215,917 | | 22,575,668 |
Proposal 4
Proposal 4 was an advisory vote on the frequency of advisory votes on named executive officer compensation. A majority of shares present virtually at the Annual Meeting or represented by proxy and entitled to vote on this proposal voted in favor of holding such advisory votes on an annual basis.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
One Year | | Two Years | | Three Years | | Abstained | | Broker Non-Votes |
| 38,253,529 | | 15,346 | | 5,104,044 | | 6,537 | | 22,575,668 |
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.
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| Date: May 24, 2024 | | TRUECAR, INC. |
| | |
| By: | /s/ Jeff Swart |
| | Jeff Swart |
| | EVP, General Counsel & Secretary |
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