Fathom Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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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. |
(e) At the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Fathom Holdings Inc. (the “Company”) shareholders approved an amendment to the 2019 Omnibus Stock Incentive Plan (the “2019 Plan”). The amendment increases the share reserve of the 2019 Plan by 1,600,000 shares from 5,760,778 shares to 7,360,778 shares. The Company’s board of directors approved the amendment to the 2019 Plan on June 28, 2024, subject to shareholder approval.
You can find a summary of the principal features of the 2019 Plan in the proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on July 10, 2024 (the “Proxy Statement”), under the heading “Proposal Two – Approval of an Amendment to the 2019 Omnibus Stock Incentive Plan to Increase the Share Reserve by One Million Six Hundred Thousand Shares of Common Stock”. The summary of the amendment to the 2019 Plan contained in the Proxy Statement is qualified in its entirety by the full amendment to the 2019 Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on August 19, 2024. The following proposals were voted upon and the final voting results with respect to each such proposal are set forth below.
At the Annual Meeting, shareholders elected the following six members to serve on our board of directors, each for a one-year term expiring at the annual shareholder meeting to be held in 2025 or until his or her successor has been duly elected and qualified. The vote for each director’s election was as follows:
| Nominee | For | Withheld | ||||||
| Marco Fregenal | 12,260,880 | 18,485 | ||||||
| Scott Flanders | 12,145,827 | 133,538 | ||||||
| Ravila Gupta | 10,999,000 | 1,280,365 | ||||||
| David Hood | 12,272,782 | 6,583 | ||||||
| Stephen Murray | 12,175,401 | 103,964 | ||||||
| Jennifer Venable | 12,176,793 | 102,572 | ||||||
Next, at the Annual Meeting, shareholders approved the amendment to the 2019 Plan. The vote was 11,865,118 for, 411,508 shares against, and 2,739 shares abstaining.
Finally, at the Annual Meeting, shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The vote was 16,746,332 shares for, 4,360 shares against, and 2,566 shares abstaining.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Exhibit Description | |
| 10.1 | Fourth Amendment to the Company’s 2019 Omnibus Stock Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| FATHOM HOLDINGS INC. | |
| Date: August 19, 2024 | /s/ Marco Fregenal |
| Marco Fregenal | |
| President and Chief Executive Officer |