ARKO Corp. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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
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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:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting (as defined in Item 5.07 to this Current Report on Form 8-K) of ARKO Corp., a Delaware corporation (the “Company”), the Company’s stockholders approved an amendment to the ARKO Corp. 2020 Incentive Compensation Plan (the “2020 Plan”), pursuant to which the maximum number of shares of common stock issuable under the 2020 Plan increased from 12,413,166 to 23,770,000, and the maximum aggregate number of shares that may be issued upon exercise of incentive stock options increased from 12,413,166 to 23,770,000. The material terms of the 2020 Plan have been previously reported by the Company and may be found under Proposal 3 contained in the Company’s definitive proxy statement in respect of the Annual Meeting, as filed by the Company with the Securities and Exchange Commission on April 19, 2024.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2024 Annual Meeting of Stockholders on June 6, 2024 (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
Proposal 1: Election of five directors to the Board to hold office until the Company’s 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
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Votes |
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Votes |
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Broker |
Director |
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For |
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Withheld |
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Non-Votes |
Michael J. Gade |
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68,145,719 |
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21,231,734 |
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11,194,601 |
Andrew R. Heyer |
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59,809,293 |
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29,568,160 |
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11,194,601 |
Steven J. Heyer |
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69,986,385 |
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19,391,068 |
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11,194,601 |
Laura Shapira Karet |
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68,407,575 |
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20,969,878 |
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11,194,601 |
Arie Kotler |
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72,877,291 |
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16,500,162 |
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11,194,601 |
Proposal 2: Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s 2024 Proxy Statement for the Annual Meeting:
Votes |
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Votes |
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Broker |
For |
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Against |
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Abstentions |
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Non-Votes |
72,288,026 |
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16,972,305 |
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117,122 |
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11,194,601 |
Proposal 3: Approval of the amendment to the 2020 Plan to increase the number of shares of common stock available for awards thereunder from 12,413,166 to 23,770,000:
Votes |
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Votes |
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Broker |
For |
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Against |
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Abstentions |
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Non-Votes |
68,973,461 |
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20,285,012 |
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118,980 |
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11,194,601 |
Proposal 4: Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year:
Votes |
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Votes |
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Broker |
For |
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Against |
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Abstentions |
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Non-Votes |
100,326,307 |
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216,911 |
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28,836 |
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— |
Proposal 5: Stockholder proposal to have an independent board chairman:
Votes |
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Votes |
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Broker |
For |
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Against |
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Abstentions |
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Non-Votes |
21,290,898 |
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68,060,506 |
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26,049 |
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11,194,601 |
No other matters were considered or voted upon at the Annual Meeting.
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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ARKO CORP. |
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Date: |
June 6, 2024 |
By: |
/s/ Arie Kotler |
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Name: Title: |
Arie Kotler |