MarketWise Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$MKTW
Computer Software: Prepackaged Software
Technology
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): March 20, 2025
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 20, 2025, MarketWise, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 10, 2025. As of February 27, 2025, the record date of the Special Meeting, there were 45,013,797 shares of Class A Common Stock and 279,490,147 shares of Class B Common Stock issued and outstanding and entitled to vote at the Special Meeting. Present in person or by proxy at the Special Meeting were 228,665,989 shares of Common Stock, representing a majority of the issued and outstanding capital stock entitled to vote at the Special Meeting, which constituted a quorum.
The final voting results for each of the proposals submitted to a vote of the stockholders are set forth below.
Proposal 1 – Reverse Split Proposal
The stockholders voted to adopt and approve the amendment to our Certificate of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split of our Common Stock at a ratio of 1-for-20, the implementation and timing of such reverse stock split to be determined by our Board of Directors (the “Board”) in its sole discretion, subject to the Board’s authority to abandon such reverse stock split (the “Reverse Split Proposal”), by the following votes:
| Votes For | Votes Against | Votes Abstained | ||||||||||||
| 228,135,224 | 528,808 | 1,957 | ||||||||||||
Proposal 2 – Authorized Shares Proposal
The stockholders voted to adopt and approve the Certificate of Amendment to decrease the number of authorized shares of (a) all classes of stock from 1,350,000,000 to 162,500,000, (b) our Class A Common Stock from 950,000,000 to 47,500,000 and (c) our Class B Common Stock from 300,000,000 to 15,000,000 (the “Authorized Shares Proposal”), by the following votes:
| Votes For | Votes Against | Votes Abstained | ||||||||||||
| 228,488,897 | 158,990 | 18,102 | ||||||||||||
Proposal 3 – Adjournment Proposal
The stockholders voted to approve the proposal to transact such other business as may properly come before the Special Meeting or any continuation, postponement or adjournment of the Special Meeting in the event there were not sufficient votes in favor of Proposal 1 or Proposal 2 (the “Adjournment Proposal”), by the following votes. Such an adjournment was not necessary in light of the approval of Proposal 1 and Proposal 2 at the Special Meeting.
| Votes For | Votes Against | Votes Abstained | ||||||||||||
| 227,690,758 | 908,884 | 66,347 | ||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 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.
| MarketWise, Inc. | ||||||||
Date: March 20, 2025 | By: | /s/ Scott Forney | ||||||
| Name: | Scott Forney | |||||||
| Title: | General Counsel | |||||||