BigBear.ai Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$BBAI
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 11, 2025
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(Exact name of Registrant as Specified in its Charter)
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders
On April 11, 2025, BigBear.ai Holdings, Inc. (the “Company”) reconvened a special meeting of stockholders (the “Special Meeting”), which was initially convened on March 31, 2025 and adjourned to April 11, 2025 due to a lack of quorum based on the February 28, 2025 record date. At the reconvened Special Meeting, a total of 97,913,204 shares of the Company’s common stock were present in person or represented by proxy, representing a quorum for the transaction of business. The following are the voting results for the proposals considered and voted upon at the reconvened Special Meeting, as described further in the Company’s definitive Proxy Statement filed with the SEC on March 13, 2025, as supplemented.
Proposal No. 1: Issuance of Shares of Common Stock
Approval, for purposes of complying with section 312.03 of the NYSE Listed Company Manual, the issuance of shares of the Company’s common stock upon the conversion of its 6.00% Convertible Senior Secured Notes due 2029 (the “New Convertible Notes”) and shares of the Company’s common stock in lieu of cash interest payments on the New Convertible Notes.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 93,541,244 | 3,748,875 | 623,085 | — | |||||||||||||||||
Proposal No. 2: Adjournment of the Special Meeting
Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal No. 1.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 94,397,954 | 2,550,889 | 964,361 | — | |||||||||||||||||
Based on the foregoing votes, both Proposal No. 1 and Proposal No. 2 were approved. Although Proposal No. 2 was approved, further adjournment of the Special Meeting was not necessary because the Company’s stockholders approved Proposal No. 1.
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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.
| Dated: | April 14, 2025 | |||||||
| BIGBEAR.AI HOLDINGS, INC. | |||||
By: | /s/ Sean Ricker | ||||
Name: | Sean Ricker | ||||
Title: | Chief Accounting Officer | ||||
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