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)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(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:
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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 3, 2024, LifeStance Health Group, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each such proposal.
Proposal 1: Election of Directors
The stockholders of the Company elected the director nominees listed below to serve on the Company’s Board of Directors as members of Class III for a term of three years. The results of the vote were as follows:
| Name of Nominee |
For | Withhold | Broker Non-Votes | |||||||||
| Kenneth Burdick |
296,275,655 | 39,857,449 | 15,918,580 | |||||||||
| Jeffrey Rhodes |
291,334,953 | 44,319,757 | 16,396,974 | |||||||||
| William Miller |
296,766,053 | 40,026,251 | 15,259,380 | |||||||||
Proposal 2: Ratification of the Company’s Independent Registered Public Accounting Firm
The stockholders of the Company ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024. The results of the vote were as follows:
| For |
Against |
Abstain | ||
| 339,827,488 | 370,822 | 11,853,374 |
Proposal 3: Advisory Vote on Named Executive Officer Compensation
The stockholders of the Company approved, on a non-binding advisory basis, the Company’s named executive officer compensation. The results of the vote were as follows:
| For |
Against |
Withhold |
Broker Non-Votes | |||
| 282,059,174 | 50,777,777 | 3,982,869 | 15,231,864 |
Proposal 4: Frequency of the Advisory Vote on Named Executive Officer Compensation
The stockholders of the Company approved, on a non-binding advisory basis, that future non-binding advisory votes on the Company’s named executive officer compensation be held every year. The results of the vote were as follows:
| 1 Year |
2 Years |
3 Years |
Broker Non-Votes | |||
| 322,160,935 | 58,179 | 11,299,991 | 15,231,864 |
As a result of the foregoing vote, the Company’s Board of Directors has determined that the Company will conduct a non-binding advisory vote on the Company’s named executive officer compensation every year.
SIGNATURE
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.
| LIFESTANCE HEALTH GROUP, INC. | ||||||
| Date: June 4, 2024 | By: | /s/ Ryan Pardo | ||||
| Name: | Ryan Pardo | |||||
| Title: | Chief Legal Officer and Secretary | |||||
Document and Entity Information |
Jun. 03, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001845257 |
| Document Type | 8-K |
| Document Period End Date | Jun. 03, 2024 |
| Entity Registrant Name | LifeStance Health Group, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40478 |
| Entity Tax Identification Number | 86-1832801 |
| Entity Address, Address Line One | 4800 N. Scottsdale Road |
| Entity Address, Address Line Two | Suite 2500 |
| Entity Address, City or Town | Scottsdale |
| Entity Address, State or Province | AZ |
| Entity Address, Postal Zip Code | 85251 |
| City Area Code | 425 |
| Local Phone Number | 279-8500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | LFST |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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