Acuren Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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 |
(Commission File Number) |
(IRS Employer |
|
|
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
(Former name or former address, if changed since last report) Not Applicable
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 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 |
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 July 31, 2025, Acuren Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the (i) approval of the issuance of shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”), to stockholders of NV5 Global, Inc. (“NV5”) in connection with the Agreement and Plan of Merger dated May 14, 2025, by and among the Company, NV5, and certain direct, wholly owned subsidiaries of the Company (Proposal 1), (ii) election of eight director nominees (Proposal 2), (iii) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the 2025 fiscal year (Proposal 3), and (iv) approval of the Company’s 2025 Employee Stock Purchase Plan (Proposal 4). The proposal to approve the adjournment of the Annual Meeting was not voted on at the Special Meeting because there were sufficient votes to approve Proposal 1.
The results of the votes are set forth below.
Proposal 1—Approval of the Issuance of Shares of the Company to Stockholders of NV5
The stockholders approved the issuance of shares of Common Stock to stockholders of NV5 in connection with the Agreement and Plan of Merger.
| For | Against | Abstain | ||||||||
| 94,157,704 | 6,285 | 24,153 | ||||||||
Proposal 2—Election of Directors
The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the Company’s 2026 Annual Meeting of Stockholders and, in each case, until his or her successor is duly elected and qualified.
| For | Against | Abstain | ||||||||||
| Sir Martin E. Franklin | 91,027,329 | 3,149,584 | 11,229 | |||||||||
| Robert A. E. Franklin | 93,192,053 | 983,560 | 12,529 | |||||||||
| Antoinette C. Bush | 94,074,314 | 78,105 | 35,723 | |||||||||
| Rory Cullinan | 94,148,401 | 28,418 | 11,323 | |||||||||
| Elizabeth Meloy Hepding | 94,094,716 | 57,668 | 35,758 | |||||||||
| Peter Hochfelder | 94,138,229 | 38,290 | 11,623 | |||||||||
| James E. Lillie | 90,173,481 | 4,003,337 | 11,324 | |||||||||
| Talman Pizzey | 94,087,506 | 89,313 | 11,323 | |||||||||
Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstain | ||||||||
| 94,155,216 | 21,803 | 11,123 | ||||||||
Proposal 4—Approval of the Company’s 2025 Employee Stock Purchase Plan
The stockholders approved the 2025 Employee Stock Purchase Plan.
| For | Against | Abstain | ||||||||
| 94,139,694 | 34,925 | 13,523 | ||||||||
1
Item 7.01 Regulation FD
Acuren issued a press release on July 31, 2025, announcing the voting results of the Annual Meeting, which is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 31, 2025. | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
2
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.
| Acuren Corporation | ||
| By: | /s/ Kristin Schultes | |
| Name: | Kristin Schultes | |
| Title: | Chief Financial Officer | |
Date: July 31, 2025
3