Katapult Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$KPLT
Diversified Commercial Services
Consumer Discretionary
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 4, 2025
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2025, Katapult Holdings, Inc., a Delaware corporation (the “Company” or “Katapult”) held an annual meeting of stockholders (the “Annual Meeting”) as a virtual meeting, conducted via live webcast, in connection with the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2025 (the “Proxy Statement”) and first mailed to stockholders on or about April 21, 2025. Each proposal (individually a “Proposal” and, collectively, the “Proposals”) voted upon at the Annual Meeting is described in detail in the Proxy Statement and the final voting results are indicated below.
As of the close of business on April 10, 2024, the record date for the Annual Meeting, there were 4,186,207 shares outstanding of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) entitled to vote. A total of 3,238,260 shares of Common Stock, representing approximately 77.35% of the outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum.
The voting results, as certified in the Final Report of the Inspector of Election, are as follows:
Proposal 1. Election of Directors – To elect Mr. Chris Masto Class I Director to the Board of Directors (the "Board"), to serve until the Company's 2028 Annual Meeting of Stockholders and until their successors are elected and qualified. The proposal was approved by the following votes for each nominee:
| Director | Common Stock Votes For | Common Stock Votes Withheld | Common Stock Broker Non-Votes | |||||||||||||||||||||||||||||||||||
| Chris Masto | 2,522,364 | 47,453 | 668,443 | |||||||||||||||||||||||||||||||||||
Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm – To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The appointment was ratified by the following votes:
Common Stock Votes For | Common Stock Votes Against | Common Stock Abstentions | Common Stock Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||
| 3,229,953 | 7,754 | 553 | |||||||||||||||||||||||||||||||||||||||
Proposal 3. Approval, on a Non-Binding Advisory Basis, of Executive Compensation – To approve on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The proposal was approved by the following votes:
Common Stock Votes For | Common Stock Votes Against | Common Stock Abstentions | Common Stock Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||
| 2,428,108 | 139,832 | 1,877 | 668,443 | ||||||||||||||||||||||||||||||||||||||
Proposal 4. Approval, on a Non-Binding Advisory Basis, the Frequency of Advisory Votes of Executive Compensation – To approve on a non-binding advisory basis, the frequency of advisory votes of executive compensation. The votes on frequency of pay were as follows:
| Every Year | Every Two Years | Every Three Years | Abstentions | ||||||||||||||||||||||||||||||||||||||
| 2,552,994 | 1,836 | 9,814 | 5,173 | ||||||||||||||||||||||||||||||||||||||
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: | June 5, 2025 | /s/ Orlando Zayas | |||||||||||||||
| Name: | Orlando Zayas | ||||||||||||||||
| Title: | Chief Executive Officer | ||||||||||||||||