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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 12, 2024
Forge Global Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-39794 | 98-1561111 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| | | | | |
4 Embarcadero Center Floor 15 San Francisco, California (Address of principal executive offices) | 94111 (Zip Code) |
(415) 881-1612
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | 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)) |
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☐ | 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, $0.0001 par value per share | | FRGE | | NYSE |
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 o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Forge Global Holdings, Inc. (the “Company”) was held on June 12, 2024. Present at the Annual Meeting in person or by proxy were holders of 122,881,649 shares of the Company’s common stock, representing 68.11% of the voting power of the shares of the Company’s common stock as of April 16, 2024, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.
At the Annual Meeting, the Company’s stockholders (i) elected the Company’s nominees for Class II directors, (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Proposal 1 - Election of directors:
| | | | | | | | | | | |
| Director | Votes For | Votes Withheld | Broker Non-Votes |
| Asiff Hirji | 84,991,703 | 6,794,560 | 31,095,386 |
| Eric Leupold | 90,345,769 | 1,440,494 | 31,095,386 |
| Larry Leibowitz | 91,674,140 | 112,123 | 31,095,386 |
Proposal 2 - Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 78,429,244 | 9,906,877 | 3,450,142 | 31,095,386 |
Proposal 3 - Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| | | | | | | | |
| Votes For | Votes Against | Abstentions |
| 122,835,828 | 25,819 | 20,002 |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Forge Global Holdings, Inc. |
| | |
| Date: June 18, 2024 | By: | /s/ Kelly Rodriques |
| Name: | Kelly Rodriques |
| Title: | Chief Executive Officer |