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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 14, 2023
CLEAR SECURE, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 001-40568 | | 86-2643981 |
(State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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85 10th Avenue, 9th Floor, New York, NY 10011 |
| (Address of Principal Executive Offices) (Zip Code) |
(646) 723-1404
(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:
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| ☐ | 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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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, par value $0.00001 per share | | YOU | | New York Stock Exchange |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Explanatory Note
On June 15, 2023, Clear Secure, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to report the voting results of its 2023 annual meeting of stockholders (the “2023 Annual Meeting”), including, among other matters, the approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on named executive officer compensation (“say-on-pay votes”). The sole purpose of this Current Report on Form 8-K/A is to disclose, pursuant to Item 5.07(d) of Form 8-K, the Company’s determination on the frequency of future say-on-pay votes. This Current Report on Form 8-K/A should be read in conjunction with, and does not otherwise modify or update any other disclosure contained in, the Original Report.
Item 5.07 Submission of Matters to a Vote of Securityholders.
(d) A non-binding advisory vote was taken at the 2023 Annual Meeting on the frequency of future say-on-pay votes. Consistent with the unanimous recommendation of the Company’s Board of Directors (the “Board”), the Company’s stockholders cast the greatest number of votes in favor of holding future say-on-pay votes on an annual basis. The Company has determined, consistent with the vote of the Company’s stockholders and in accordance with the Board’s previous recommendation, that the Company will hold future say-on-pay votes on an annual basis (i.e., every year).
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.
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| | | | CLEAR SECURE, INC. |
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Date: | July 14, 2023 | By: | /s/ Matthew Levine |
| | | Name: Matthew Levine |
| | | Title: General Counsel, Chief Privacy Officer and Secretary |