Forge Global Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FRGE
Investment Bankers/Brokers/Service
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): June 20, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
4 Embarcadero Center Floor 15 (Address of principal executive offices) | (Zip Code) | ||||
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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 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 o
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.
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Forge Global Holdings, Inc. (the “Company”) was held on June 20, 2025. Present at the Annual Meeting in person or by proxy were holders of 8,676,660 shares of the Company’s common stock, representing 69.27% of the voting power of the shares of the Company’s common stock as of April 24, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.
At the Annual Meeting, the Company’s stockholders elected the Company’s nominees for Class III directors and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Proposals 2 and 4 did not pass by the required margin of vote.
Proposal 1 - Election of directors:
| Director | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
Kelly Rodriques | 5,789,742 | 529,230 | 2,357,688 | ||||||||
Ashwin Kumar | 5,558,174 | 760,798 | 2,357,688 | ||||||||
Brian McDonald | 6,305,852 | 13,120 | 2,357,688 | ||||||||
Proposal 2 - Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 1,608,396 | 4,453,130 | 257,446 | 2,357,688 | ||||||||
Proposal 3 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
| Votes For | Votes Against | Abstentions | ||||||
| 8,674,938 | 1,359 | 363 | ||||||
Proposal 4 - Approval of an amendment to the Company’s 2022 Stock Option and Incentive Plan:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 1,192,664 | 4,868,295 | 258,013 | 2,357,688 | ||||||||
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Forge Global Holdings, Inc. | ||||||||
| Date: June 24, 2025 | By: | /s/ Kelly Rodriques | ||||||
| Name: | Kelly Rodriques | |||||||
| Title: | Chief Executive Officer | |||||||