UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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(Commission File Number) |
(IRS Employer Identification No.) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
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(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 |
Name of each exchange on which registered | ||
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
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 4, 2024, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). Holders of Class A Common Stock were entitled to one vote per share held as of the close of business on April 11, 2024 (the “Record Date”). The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 24, 2024.
Proposal 1 — Election of two Class III directors for a term of office expiring on the date of the annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified.
| NOMINEE | Votes FOR | Votes WITHHELD |
Broker Non-Votes | |||
| Ryan O’Hara |
18,465,100 | 141,009 | 4,108,952 | |||
| Sheryl Palmer |
18,487,713 | 118,396 | 4,108,952 |
Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 22,709,308 | 4,338 | 1,415 | 0 |
Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 18,251,109 | 319,900 | 35,100 | 4,108,952 |
Based on the foregoing votes, (i) the two Class III director nominees were elected, (ii) the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified and (iii) the Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
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 thereunto duly authorized.
| Offerpad Solutions Inc. | ||||||
| Date: June 5, 2024 | By: | /s/ Benjamin A. Aronovitch | ||||
| Benjamin A. Aronovitch | ||||||
| Chief Legal Officer and Secretary | ||||||
Document and Entity Information |
Jun. 04, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001825024 |
| Document Type | 8-K |
| Document Period End Date | Jun. 04, 2024 |
| Entity Registrant Name | Offerpad Solutions Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-39641 |
| Entity Tax Identification Number | 85-2800538 |
| Entity Address, Address Line One | 2150 E. Germann Road |
| Entity Address, Address Line Two | Suite 1 |
| Entity Address, City or Town | Chandler |
| Entity Address, State or Province | AZ |
| Entity Address, Postal Zip Code | 85286 |
| City Area Code | (844) |
| Local Phone Number | 388-4539 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A common stock, $0.0001 par value per share |
| Trading Symbol | OPAD |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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