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Common stock, par value $0.0001 

 

 

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 9, 2021

  

PORCH GROUP, INC.

(Exact name of registrant as specified in its charter) 

  

Delaware   001-39142   83-2587663

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)   (IRS Employer
Identification No.)

 

2200 1st Avenue South, Suite 300  
Seattle, Washington 98134
(Address of Principal Executive Offices) (Zip Code)

 

(855) 767-2400

(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:

 

¨ 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   PRCH   The Nasdaq Stock Market LLC

 

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.  ¨

 

 

 

 

 

 

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

 

On June 9, 2021, Porch Group, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered two 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 29, 2021 (the “Proxy Statement”). Of the 96,114,201 shares of the Company’s common stock outstanding as of the record date, 70,582,015 shares, or 73.4%, were present virtually or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted to a vote of stockholders at the Annual Meeting.

 

Proposal No. 1Election of Directors

 

The Company’s stockholders elected the three Class I nominees named in the Proxy Statement to serve as directors until the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal, by the following votes:

 

Name  For   Withheld   Broker Non-Votes 
Javier Saade   60,935,479    255,121    9,391,415 
Chris Terrill   60,945,425    245,175    9,391,415 
Margaret Whelan   54,111,734    7,078,866    9,391,415 

 

Proposal No. 2Ratification of the Appointment of Ernst & Young LLP

 

The Company’s stockholders ratified the appointment by the Audit Committee of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, by the following votes:

 

For   Against   Abstain   Broker Non-Votes 
 68,792,377    667,579    1,122,059     

 

 

 

 

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.

 

  PORCH GROUP, INC.
     
  By:  /s/ Matthew Cullen
    Name: Matthew Cullen
    Title: General Counsel and Secretary

 

Date: June 10, 2021