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 6, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
Registrant's telephone number, including area code: (404 ) 671-4000
N/A
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | 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 x
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 6, 2023, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on: (1) the election of Class II directors; and (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
A total of 271,908,264 shares were represented in person or by valid proxy at the Annual Meeting.
Proposal 1: Election of Class II Directors
Stockholders elected the four Class II directors to serve a three-year term until the annual meeting of stockholders to be held in 2026. The vote totals for each of these individuals is below:
| Director Name | Votes For | Votes Against | Abstentions | ||||||||
| Jeff Allred | 117,488,920 | 0 | 66,217,143 | ||||||||
| Ken Goulet | 172,065,317 | 0 | 11,640,746 | ||||||||
| Brent Layton | 166,144,577 | 0 | 17,561,486 | ||||||||
| Alan Mnuchin | 169,480,972 | 0 | 14,225,091 | ||||||||
There were 88,202,201 broker non-votes with respect to each director nominee listed above.
Proposal 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm
Based on the final voting results, the Company’s stockholders ratified the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023, by the vote indicated below:
| Votes For | Votes Against | Abstentions | ||||||
| 265,814,767 | 5,582,917 | 510,580 | ||||||
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.
SHARECARE, INC. | |||||
Dated: June 7, 2023 | |||||
By: /s/ Carrie Ratliff | |||||
Name: Carrie Ratliff | |||||
Title: Chief Legal Officer | |||||