UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the previously reported resignation of JT Hwang, the former Chief Technology Officer of Vivint Smart Home, Inc. (the “Company”), the Company and Mr. Hwang entered into a Consulting Services Agreement (the “Consulting Agreement”), dated as of June 3, 2022, the effective date of Mr. Hwang’s resignation, including a release and waiver of claims in favor of the Company (the “Release”). Pursuant to the Consulting Agreement, Mr. Hwang also agreed to become an independent advisor to the Company and its subsidiaries and affiliates until October 31, 2022, unless terminated earlier (the “Consulting Term”), for no additional consideration other than the continued vesting of Mr. Hwang’s currently outstanding equity incentive awards during the Consulting Term; provided, however that if (x) Mr. Hwang voluntarily terminates the Consulting Term or the Company terminates the Consulting Term for “cause” or Mr. Hwang fails to perform the advisory services as requested by the Company, (y) Mr. Hwang breaches any restrictive covenants he is subject to, or (z) Mr. Hwang revokes the Release or fails to execute or revokes the bring-down release at the end of the Consulting Term, Mr. Hwang will forfeit all rights with respect to any equity incentive awards that vested or would have vested during the Consulting Term. If the Company elects to terminate the Consulting Term for any reason other than as set forth above, any time-based restricted stock units that would have otherwise vested prior to the end of the Consulting Term but for such termination will immediately vest and any performance-based restricted stock units that would otherwise have been eligible to vest prior to the end of the Consulting Term but for such termination will remain eligible to vest.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 1, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 168,320,982 shares of the Company’s Class A common stock, or approximately 79.18% of the 212,561,154 shares entitled to vote at the Annual Meeting, were present in person or by proxy and voted on the following three proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting, dated April 15, 2022.
Item 1-Election of Directors. The stockholders elected the individuals listed below as Class III directors to serve on the Company’s Board of Directors for a three-year term expiring in 2025. The voting results were as follows:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Paul S. Galant |
147,831,784 | 11,204,832 | 9,284,366 | |||||||||
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| Jay D. Pauley |
154,527,567 | 4,509,049 | 9,284,366 | |||||||||
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| Michael J. Staub |
156,943,061 | 2,093,555 | 9,284,366 | |||||||||
Item 2-Ratification of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 166,805,892 |
1,509,959 | 5,131 | N/A |
Item 3-Advisory Vote on Compensation of Named Executive Officers. The stockholders approved, on a non-binding and advisory basis, the compensation of the named executive officers of the Company. The voting results were as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 141,123,046 |
17,892,462 | 21,108 | 9,284,366 |
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.
| VIVINT SMART HOME, INC. | ||
| By: | /s/ Garner B. Meads, III | |
| Name: | Garner B. Meads, III | |
| Title: | Chief Legal Officer and Secretary | |
Date: June 7, 2022