MeridianLink Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$MLNK
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): June 6, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices and Zip Code)
(714 ) 708-6950
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address if changed since last report)
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:
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2024, MeridianLink, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting and the results of the votes for each matter were as follows:
Proposal No. 1 - Election of Class III Directors. Stockholders elected each of the three persons named below to serve as Class III directors to hold office until the annual meeting of stockholders in 2027 or until their successors are duly elected and qualified.
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| George Jaber | 66,806,719 | 259,190 | 6,123,954 | |||||||||||||||||
| Edward H. McDermott | 66,667,631 | 398,278 | 6,123,954 | |||||||||||||||||
| Duston Williams | 65,756,491 | 1,309,418 | 6,123,954 | |||||||||||||||||
Proposal No. 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm. Stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 71,522,037 | 1,543,946 | 123,880 | — | |||||||||||||||||
Proposal No. 3 - Approval of amendment to the Company’s Certificate of Incorporation to allow for the exculpation of officers. Stockholders approved an amendment to the Company’s Certificate of Incorporation to allow for the exculpation of officers as permitted by Delaware law.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 61,604,315 | 5,351,252 | 110,342 | 6,123,954 | |||||||||||||||||
Proposal No. 4 - Approval of amendment to the Company’s Certificate of Incorporation to allow stockholders to remove directors at any time with cause by a supermajority vote of stockholders. Stockholders approved an amendment to the Company’s Certificate of Incorporation to allow stockholders to remove directors at any time with cause by a supermajority vote of stockholders.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 65,539,536 | 1,416,762 | 109,611 | 6,123,954 | |||||||||||||||||
Proposal No. 5 - Approval of the adjournment of the annual meeting to the extent there are insufficient votes at the annual meeting to approve any of proposals 1-4. Stockholders approved the adjournment of the annual meeting to the extent there are insufficient votes at the annual meeting to approve any of proposals 1-4.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 65,415,542 | 7,662,719 | 111,602 | — | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description | ||||
| 104 | Cover Page Interactive Data File (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.
| MERIDIANLINK, INC. | ||||||||
| Date: June 7, 2024 | ||||||||
| By: | /s/ Laurence E. Katz | |||||||
| Laurence E. Katz | ||||||||
| Chief Financial Officer | ||||||||