Grindr Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Computer Software: Programming Data Processing
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 19, 2024
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(Exact name of registrant as specified in its charter)
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Commission file number 001-39714
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(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(310 ) 776-6680
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 (see General Instruction A.2. below):
| 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 ☒
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amendment and Restatement of Grindr Inc. 2022 Equity Incentive Plan
On July 19, 2024, Grindr Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present, and at which the Company’s stockholders approved an amendment and restatement of the Grindr Inc. 2022 Equity Incentive Plan (the “Amended 2022 Plan”). The Amended 2022 Plan was amended and restated to increase the number of shares of common stock reserved for issuance under the Amended 2022 Plan by 2,860,300 shares from 13,764,400 shares to 16,624,700 shares. The Amended 2022 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the Amended 2022 Plan is set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 25, 2024 (the “Proxy Statement”). The summaries of the Amended 2022 Plan set forth above and in the Proxy Statement do not purport to be complete and are qualified in their entirety to the full text of the Amended 2022 Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
2024 Annual Meeting of Stockholders
On July 19, 2024, the Company held its Annual Meeting, at which a quorum was present. As of June 24, 2024, the record date for the Annual Meeting, 175,797,495 shares of common stock were outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted on at the Annual Meeting, as well as the votes cast with respect to each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter can be found in the Proxy Statement.
Proposal One: Election of Directors
The Company’s stockholders elected the eight persons listed below to serve on the Company’s board of directors until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. The final voting results are as follows:
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||||||||||
| George Arison | 159,556,267 | 1,101,432 | 4,356,445 | |||||||||||||||||
| G. Raymond Zage, III | 159,234,581 | 1,423,118 | 4,356,445 | |||||||||||||||||
| James Fu Bin Lu | 152,170,110 | 8,487,589 | 4,356,445 | |||||||||||||||||
| J. Michael Gearon, Jr. | 156,056,872 | 4,600,827 | 4,356,445 | |||||||||||||||||
| Daniel Brooks Baer | 159,632,846 | 1,024,853 | 4,356,445 | |||||||||||||||||
| Meghan Stabler | 151,525,432 | 9,132,267 | 4,356,445 | |||||||||||||||||
| Gary I. Horowitz | 151,525,882 | 9,131,817 | 4,356,445 | |||||||||||||||||
| Nathan Richardson | 150,797,814 | 9,859,885 | 4,356,445 | |||||||||||||||||
Proposal Two: Amendment and Restatement of the Grindr Inc. 2022 Equity Incentive Plan
The Company’s stockholders approved the amendment and restatement of the Amended 2022 Plan. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 149,097,856 | 10,557,842 | 1,002,001 | 4,356,445 | |||||||||||||||||
Proposal Three: Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection by the Audit Committee of the Company’s board of directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 164,977,474 | 15,027 | 21,643 | ||||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
Amended and Restated Grindr Inc. 2022 Equity Incentive Plan and forms of award agreement thereunder | ||||||||
| 104 | Cover Page Interactive Data File, formatted in inline XBRL (embedded within the Inline XBRL document) | |||||||
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.
Date: July 25, 2024
| GRINDR INC. | ||||||||
| By: | ||||||||
| /s/ Vandana Mehta-Krantz | ||||||||
| Vandana Mehta-Krantz | ||||||||
Chief Financial Officer | ||||||||