CuriosityStream Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CURI
Movies/Entertainment
Consumer Discretionary
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 30, 2025
_________________________________________
CURIOSITYSTREAM INC.
(Exact Name of Issuer as Specified in Charter)
_________________________________________
| Delaware | 001-39139 | 84-1797523 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
8484 Georgia Ave., Suite 700
Silver Spring, Maryland
(Address of principal executive offices)
20910
(Zip code)
(301) 755-2050
(Registrant’s telephone number, including area code)
_________________________________________
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) | ||||
| o | 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 exchange on which registered | ||||||||||||
| Common Stock, par value $0.0001 | CURI | NASDAQ | ||||||||||||
| Warrants, each exercisable for one share of Common stock at an exercise price of $11.50 per share | CURIW | NASDAQ | ||||||||||||
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 30, 2025, CuriosityStream Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”) in a virtual format. Of the 57,708,220 shares of the Company’s common stock (the “Common Stock”) that were issued and outstanding as of May 23, 2025, the record date, and entitled to vote at the Annual Meeting, a total of 43,619,040 shares (75.58%) were present in person or represented by proxy, constituting a quorum for the transaction of business.
At the Annual Meeting, the stockholders:
i.elected two Class II directors to the Company’s board of directors to serve a three-year term expiring at the 2028 annual meeting of stockholders or until their respective successors are duly elected and qualified (the “Director Election Proposal”);
ii.approved an amendment to the Company’s Omnibus Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the plan from 7,725,000 shares to 10,725,000 shares (the “Plan Increase Proposal”);
iii.ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”); and
iv.approved the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in the event that there were insufficient votes to constitute a quorum necessary to conduct business or to approve Proposal 2 (the “Adjournment Proposal”).
Under the Company’s Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the vote necessary to approve the Director Election Proposal was the affirmative vote of a plurality of the votes cast by the stockholders present or represented by proxy at the Annual Meeting and entitled to vote thereon. The vote necessary to approve the Plan Increase Proposal was the affirmative vote of a majority of the shares entitled to vote at a duly constituted meeting of the shareholders of the Company. The vote necessary to approve the Auditor Ratification Proposal and the Adjournment Proposal was the affirmative vote of a majority of the votes cast by the stockholders present or represented by proxy at the Annual Meeting and entitled to vote thereon.
The proposals are described in detail in the Company’s definitive proxy statement filed on April 24, 2025, with the Securities and Exchange Commission.
The voting results, as certified in the Final Report of the Inspector of Election, are as follows:
Proposal 1 - Election of Directors
| DIRECTOR NOMINEES | VOTES FOR | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| John Hendricks | 31,665,100 | 3,561,969 | 8,391,971 | |||||||||||||||||
| Clint Stinchcomb | 32,659,877 | 2,567,192 | 8,391,971 | |||||||||||||||||
Proposal 2 - Approval of Amendment to Omnibus Incentive Plan
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 32,105,714 | 3,087,666 | 33,689 | 8,391,971 | |||||||||||||||||
Proposal 3 - Ratification of Appointment of Independent Auditor
| VOTES FOR | VOTES AGAINST | ABSTAIN | ||||||||||||
| 43,547,742 | 52,825 | 18,473 | ||||||||||||
Proposal 4 - Adjournment of Annual Meeting
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 32,090,139 | 3,110,056 | 26,874 | 8,391,971 | |||||||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CURIOSITYSTREAM INC. | |||||
Date: July 3, 2025 | |||||
| /s/ Tia Cudahy | |||||
| Tia Cudahy | |||||
| Chief Operating Officer | |||||