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.
On March 16, 2022 after the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (such time, the “Effective Date”), the Board of Directors (the “Board”) of Porch Group, Inc. (the “Company”) approved the appointment of Sean Kell, effective March 17, 2022, to fill a vacancy on the Board and to join committees of the Board as noted herein.
Mr. Kell has been designated as a Class I director, whose term will expire at the Company’s annual meeting of stockholders in 2024. Mr. Kell was appointed to the Compensation Committee and the Mergers and Acquisitions Committee. The Board has determined that Mr. Kell satisfies the independence criteria set forth in the Nasdaq rules, and is therefore “independent” for purposes of serving on the Board. Further, the Board has determined that Mr. Kell satisfies the additional independence requirements of Nasdaq and the Securities Exchange Act of 1934, as amended, for service on the Compensation Committee.
On March 11, and March 16, 2022, respectively, Javier Saade and Chris Terrill each notified the Company of their decision to resign from the Board and the respective committees of the Board on which they serve, effective March 17, 2022. As such, the Board appointed Regi Vengalil, currently Chair of the Mergers and Acquisitions Committee of the Board, as the Company’s Lead Independent Director. Mr. Saade had previously served in this role. Information about Board committee composition and committee chair roles appears on the Company’s Investor Relations website.
In connection with his appointment to the Board, Mr. Kell will be compensated for his service on the Board in the same manner as the Company’s other non-employee directors, including an annual cash retainer and an annual grant of restricted stock units. The Company’s Non-Employee Director Compensation Policy was filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on August 16, 2021. The Company also will enter into its standard form of indemnification agreement with Mr. Kell, a copy of which was previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2020.
There are no arrangements or understandings between Mr. Kell and any other persons pursuant to which he was selected as a director of the Company, and there are no transactions between Mr. Kell and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release dated March 16, 2022 announcing the foregoing director appointment (including new director biographical information) and resignations is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, 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 No. |
Description | |
99.1 | Press Release, dated March 16, 2022 | |
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/ Matthew Cullen | ||
Name: | Matthew Cullen | ||
Title: | General Counsel |
Date: March 16, 2022
Exhibit 99.1
Porch Group Appoints Sean Kell to Board of Directors as Independent Director
Independent Board Members Select Regi Vengalil as Lead Independent Director
SEATTLE, March 16, 2022 (GLOBE NEWSWIRE) – Porch Group, Inc. (“Porch” or “the Company”) (NASDAQ: PRCH), a leading vertical software company reinventing the home services industry, announced today that Sean Kell will be appointed to its Board of Directors, effective March 17, 2022. Javier Saade and Chris Terrill simultaneously concluded, effective upon Kell's appointment, their service on Porch’s Board given additional external responsibilities. As part of the Board update, the independent Board members appointed Regi Vengalil, currently Chair of the Mergers and Acquisition Committee of the Board, as the Company’s Lead Independent Director.
“We are pleased to welcome Sean– a highly qualified addition that will further strengthen our board,” said Porch Founder, Chairman and CEO Matt Ehrlichman. “As CEO of Blue Nile and A Place for Mom, Sean brings significant operational and marketing experience that we believe will be additive to our team and strategy. His input will help us deliver our strategy and drive sustained growth and returns.” He added, “we wish Javier and Chris the best in their endeavors, and are appreciative of their partnership to date.”
“I am grateful for my time on the Porch Board and pleased with the progress of the Company’s first year as a public company,” said Saade, former Lead Independent Director of Porch Group. “We have worked to ensure a smooth transition and I am confident Regi is well positioned to help guide the company into its next phase of growth.”
Vengalil added, “The Company deployed a comprehensive search process to source talent that continues to strengthen independent governance, diversity of perspective and leverages world-class perspective. Sean brings vast experience and a fresh view that will be valuable as we continue to grow in verticals such as home inspection, and digital mortgage automation, and further enhance our insurance and warranty offerings.”
Kell will serve on the Compensation and Mergers and Acquisitions Committees and is designated as a Class I director. Complete information about current Board committee composition and committee chair roles appears on the Company’s Investor Relations website.
About Sean Kell
Sean Kell is the chief executive officer at Blue Nile, serving in that role since 2019. He is charged with driving the Blue Nile strategic vision and elevating the company’s modern approach to purchasing handcrafted diamond rings and exquisite jewelry online. From 2011 to 2019, Mr. Kell served as CEO of A Place for Mom, a senior living marketplace, where he was responsible for overall brand management and business expansion. Mr. Kell has a proven track record of building successful businesses in ecommerce, digital innovation and product management across leading online retail organizations including Expedia, Hotels.com and Starbucks. He has also previously held various roles at McKinsey and IBM. Mr. Kell holds a Master of Business Administration from the University of Chicago and a Bachelor of Science in Electrical Engineering from the University of Southern California.
About Porch Group
Seattle-based Porch Group, the vertical software platform for the home, provides software and services to more than 24,000 home services
companies such as home inspectors, mortgage companies and loan officers, title companies, moving companies, real estate agencies, utility
companies, and warranty companies. Through these relationships and its multiple brands, Porch provides a moving concierge service to homebuyers,
helping them save time and make better decisions on critical services, including insurance, warranty, moving, security, TV/internet, home
repair and improvement, and more. To learn more about Porch, visit porchgroup.com or porch.com.
Press Contact:
Catherine Adcock
Gateway Group
(949) 574-3860
PR@porch.com
Investor Relations Contact:
Walter Ruddy, Head of Investor Relations & Treasury
Porch Group
(206) 715-2369
Walter@porch.com
Matt Glover/Alex Thompson
Gateway Group, Inc.
(949) 574-3860
PRCH@gatewayir.com
Cover |
Mar. 11, 2022 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Mar. 11, 2022 |
Entity File Number | 001-39142 |
Entity Registrant Name | PORCH GROUP, INC. |
Entity Central Index Key | 0001784535 |
Entity Tax Identification Number | 83-2587663 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2200 1st Avenue South |
Entity Address, Address Line Two | Suite 300 |
Entity Address, City or Town | Seattle |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98134 |
City Area Code | 855 |
Local Phone Number | 767-2400 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock, par value $0.0001 |
Trading Symbol | PRCH |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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