Markforged Holding Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described under Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”), at the 2024 Annual Meeting (as defined below) of Markforged Holding Corporation (the “Company”), and upon the recommendation of the Board of Directors of the Company (the “Board”), the Company’s stockholders approved a Certificate of Amendment to the Company’s Certificate of Incorporation to limit the liability of certain officers as permitted by recent amendments to Delaware law (the “Officer Exculpation Amendment”). The Officer Exculpation Amendment was previously approved by the Board, subject to stockholder approval.
The Officer Exculpation Amendment is described in detail under “Proposal Three – Amendment of Existing Markforged Holding Corporation Charter to Provide Exculpatory Protection for Certain Officers” beginning on page 11 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”) in connection with the 2024 Annual Meeting. The text of the Officer Exculpation Amendment is included on page 11 of the Proxy Statement.
The Officer Exculpation Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 18, 2024.
The foregoing description of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 18, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) to consider and vote on the proposals set forth below, each of which is described in greater detail in the Proxy Statement. A quorum was present and final voting results of the 2024 Annual Meeting are set forth below.
The Company’s stockholders elected each of the Company’s three nominees for Class III Directors, each to serve a term of three years to expire at the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, or until their earlier resignation or removal, as set forth below:
Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
Alan Masarek |
123,289,171 |
15,484,442 |
18,310,232 |
Carol Meyers |
127,201,386 |
11,572,227 |
18,310,232 |
Aaron VanDevender |
137,828,777 |
944,836 |
18,310,232 |
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
155,926,908 |
719,180 |
437,757 |
- |
The Company’s stockholders approved the Officer Exculpation Amendment, as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
133,542,835 |
4,845,304 |
385,474 |
18,310,232 |
The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock by a ratio ranging from 1-for-5 to 1-for-10, inclusive, and an associated proportional reduction in the number of shares of common stock the Company is authorized to issue, the implementation and timing of which is subject to the discretion of the Board, as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
154,413,298 |
2,345,883 |
324,664 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
3.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MARKFORGED HOLDING CORPORATION |
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Date: June 18, 2024 |
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By: |
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/s/ Stephen Karp |
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Stephen Karp |
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General Counsel and Secretary |