8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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

Olo Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40213	20-2971562
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
285 Fulton Street One World Trade Center 82nd Floor New York, NY		10007
(Address of Principal Executive Offices)		(Zip Code)

(212) 260-0895

Registrant's telephone number, including area code

Not Applicable

(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 (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
Class A Common Stock, $0.001 par value per share	OLO	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 x

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. ☐

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.07.     Submission of Matters to a Vote of Security Holders.

On June 16, 2022, Olo Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting, in person or by proxy, were stockholders who held 142,279,102 shares of common stock of the Company, representing approximately 92.20% of the voting power of the shares of common stock of the Company as of the close of business on April 22, 2022 and constituting a quorum for the transaction of business.

The stockholders of the Company voted on the following two proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 26, 2022.

1.To elect three Class I directors, each to hold office until the Company’s annual meeting of stockholders in 2025 and until their successor is duly elected and qualified, or until their earlier death, resignation, or removal; and

2.To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

1.Election of Directors

Nominee	For	Withhold	Broker Non-Vote
Noah H. Glass	636,157,233	73,835,210	10,455,569
David Cancel	709,683,722	308,721	10,455,569
Linda Rottenberg	626,212,567	83,779,876	10,455,569

Based on the votes set forth above, each director nominee was duly elected to serve until the Company’s annual meeting of stockholders in 2025 and until their successor is duly elected and qualified, or until their death, resignation, or removal.

2. Ratification of Appointment of Independent Registered Public Accounting Firm

For	Against	Abstain
720,289,986	15,102	142,924

Based on the votes set forth above, the stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

No other matters were submitted for stockholder action at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Olo Inc.

Dated: June 22, 2022

By:	/s/ Noah H. Glass
	Noah H. Glass Chief Executive Officer (Principal Executive Officer)

XML

Document and Entity Information Document	Jun. 16, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 16, 2022
Entity Registrant Name	Olo Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40213
Entity Tax Identification Number	20-2971562
Entity Address, Address Line One	285 Fulton Street
Entity Address, Address Line Two	One World Trade Center
Entity Address, Address Line Three	82nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	212
Local Phone Number	260-0895
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share
Trading Symbol	OLO
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001431695
Amendment Flag	false