UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On August 16, 2021, Porch Group, Inc. (the “Company”) issued an earnings release announcing financial results for the quarter ended June 30, 2021. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 12, 2021, the Company’s Board of Directors (the “Board”) approved the appointment of Rachel Lam and Maurice Tulloch, effective immediately, to fill vacancies on the Board. The Board has determined that each of Ms. Lam and Mr. Tulloch satisfies the independence criteria set forth in the Nasdaq rules, and is therefore “independent” for purposes of serving on the Board.
Ms. Lam has been designated as a Class I director, whose term will expire at the Company’s annual meeting of stockholders in 2024, and Mr. Tulloch has been designated as a Class III director, whose term will expire at the Company’s annual meeting of stockholders in 2023.
On August 12, 2021, effective immediately prior to the aforementioned appointments, Margaret Whelan and Thomas D. Hennessy each notified the Company of their decision to resign from the Board and the respective committees of the Board on which they serve.
The Board is considering potential committee appointments of Ms. Lam and Mr. Tulloch in connection with their respective Board appointment, and the Company will file an amendment to this Current Report on Form 8-K to disclose such appointments, if applicable.
In connection with their appointments to the Board, Ms. Lam and Mr. Tulloch will be compensated in accordance with the Company’s non-employee director compensation policy (the “Policy”), including a grant of the annual restricted stock units (“RSUs”) specified in the Policy. The Company also will enter into its standard form of indemnification agreement which each of Ms. Lam and Mr. Tulloch, a copy of which was previously filed as Exhibit 10.3 of the Company’s Form 8-K (File No. 001-39142), filed with the SEC on December 31, 2020) and is incorporated herein by reference.
There are no arrangements or understandings between Ms. Lam or Mr. Tulloch and any other persons pursuant to which she or he, respectively, was elected as a director of the Company. In addition, there are no family relationships between Ms. Lam or Mr. Tulloch and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. Further, there are no related person transactions (within the meaning of Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. Lam or Mr. Tulloch and the Company.
A copy of the Company’s press release dated August 16, 2021 announcing the appointment of Ms. Lam and Mr. Tulloch to, and the resignation of Ms. Whelan and Mr. Hennessy from, the Board is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 16, 2021, the Company will host an earnings call at 5:00 p.m. Eastern time to discuss its financial results for the second quarter ended June 30, 2021. The investor presentation to be used for the call is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. Live and archived webcasts of the presentation will be available on the Company’s website at https://ir.porchgroup.com.
The information under Item 2.02 and 7.01 in this Current Report on Form 8-K and the related exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description | |
| 99.1 | Press Release dated August 16, 2021. | |
| 99.2 | Press Release dated August 16, 2021. | |
| 99.3 | Investor Presentation, dated August 16, 2021. | |
| 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.
| PORCH GROUP, INC. | |||
| By: | /s/ Martin L. Heimbigner | ||
| Name: | Martin L. Heimbigner | ||
| Title: | Chief Financial Officer | ||
Date: August 16, 2021