Etsy Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$ETSY
Business Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 13, 2024
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(718 ) 880-3660
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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:
| 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. □
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further described in Item 5.07 of this Current Report on Form 8-K (this “Report”), at the 2024 Annual Meeting of Stockholders of Etsy, Inc. (“Etsy”) held on June 13, 2024 (the “Annual Meeting”), Etsy’s stockholders, upon recommendation of the Board of Directors of Etsy (the "Board of Directors"), approved Etsy’s 2024 Equity Incentive Plan (the “Plan”).
A description of the Plan is set forth in Etsy’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2024 in the section entitled “Proposal 4: Approval of 2024 Equity Incentive Plan,” which description is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 13, 2024, the Board of Directors approved the filing of a Certificate of Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of the State of Delaware to change Etsy’s registered agent to United Agent Group Inc. and its registered office to 1521 Concord Pike, Suite 201, Wilmington, New Castle County, Delaware 19803. A copy of the Certificate of Change is attached as Exhibit 3.1 to this Report and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following is a description of each proposal that stockholders voted on at the Annual Meeting, as well as the number of votes cast.
| Proposal 1 - Election of Directors | ||
Each of the Class III director nominees to the Board of Directors was elected to serve until Etsy's 2027 Annual Meeting of Stockholders and until his or her successor has been elected and qualified or until he or she resigns, dies, or is removed from the Board of Directors.
| Director Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Marla Blow | 68,317,493 | 17,214,264 | 39,856 | 12,723,292 | ||||||||||||||||||||||
| Gary S. Briggs | 68,008,627 | 17,518,540 | 44,446 | 12,723,292 | ||||||||||||||||||||||
| Melissa Reiff | 66,203,328 | 19,328,150 | 40,135 | 12,723,292 | ||||||||||||||||||||||
| Proposal 2 - Advisory Vote on Named Executive Officer Compensation | ||
Stockholders approved, on an advisory basis, the compensation of Etsy's named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 50,582,890 | 34,881,064 | 107,659 | 12,723,292 | |||||||||||||||||
| Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm | ||
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as Etsy’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 96,960,953 | 1,260,787 | 73,165 | ||||||||||||
| Proposal 4 - Vote to approve our 2024 Equity Incentive Plan | ||
Stockholders approved Etsy's 2024 Equity Incentive Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 53,575,118 | 31,918,221 | 78,274 | 12,723,292 | |||||||||||||||||
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ETSY, INC.
By: /s/ Colin Stretch
Colin Stretch
Chief Legal Officer
Dated: June 18, 2024
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