Finance of America Companies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FOA
Finance: Consumer Services
Finance
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): May 16, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including Zip Code)
(877 ) 202-2666
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2025, Finance of America Companies Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) for the purpose of voting on the three proposals below, each of which is described in more detail in the Company’s definitive proxy statement, dated March 27, 2025.
As of the close of business on March 19, 2025, the record date for the Meeting, there was a total voting power of 24,254,292 votes, consisting of the following shares entitled to vote at the Meeting: (i) 10,711,674 vested shares of Class A Common Stock, (ii) 425,850 unvested shares of Class A Common Stock, and (iii) 14 shares of Class B Common Stock, representing the voting power of 13,116,768 Class A LLC Units of Finance of America Equity Capital LLC (“FOAEC”). The holders of 20,555,104 votes, or 84.74% of the voting power, consisting of vested Class A Common Stock, unvested Class A Common Stock, and Class B Common Stock were present in person or were represented by valid proxies at the Meeting. The shares of Class B Common Stock have no economic rights, but entitle each holder, without regard to the number of shares of Class B Common Stock held by such holder, to a number of votes that is equal to the aggregate number of Class A LLC Units of FOAEC held by such holder on all matters on which shareholders of the Company are entitled to vote generally.
Proposal 1: Election of Directors
The stockholders elected the individuals listed below as directors to serve on the Company’s Board for a term expiring at the Company’s 2026 annual meeting of stockholders. The voting results were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Brian L. Libman | 18,851,805 | 142,941 | 1,560,358 | |||||||||||||||||
| Norma C. Corio | 18,989,628 | 5,118 | 1,560,358 | |||||||||||||||||
| Andrew Essex | 18,989,359 | 5,387 | 1,560,358 | |||||||||||||||||
| Cory S. Gardner | 18,989,258 | 5,488 | 1,560,358 | |||||||||||||||||
| Tyson A. Pratcher | 18,989,512 | 5,234 | 1,560,358 | |||||||||||||||||
| Lance N. West | 18,970,065 | 24,681 | 1,560,358 | |||||||||||||||||
Proposal 2: Advisory Vote on Named Executive Officer Compensation
The stockholders approved, on a non-binding and advisory basis, the compensation of the named executive officers of the Company. The voting results were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 18,930,013 | 61,709 | 3,024 | 1,560,358 | |||||||||||||||||
Proposal 3: Ratification of Appointment of BDO USA, P.C.
The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:
| Votes For | Votes Against | Abstain | ||||||||||||
| 20,520,064 | 34,214 | 826 | ||||||||||||
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.
Finance of America Companies Inc. | |||||||||||
| Date: | May 21, 2025 | By: | /s/ Matthew A. Engel | ||||||||
Name: Matthew A. Engel | |||||||||||
Title: Chief Financial Officer | |||||||||||