Oportun Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$OPRT
Finance: Consumer Services
Finance
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)
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 001-39050
| State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||||||||||
| Address of Principal Executive Offices | Zip Code | ||||||||||
(650 ) 810-8823
Registrant’s Telephone Number, Including Area Code
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 26, 2024, Oportun Financial Corporation (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 13, 2024 (the "Proxy Statement"). At the beginning of the Annual Meeting, there were 27,300,216 shares of common stock present at the Annual Meeting in person or by proxy, which represented 76.7% of the voting power of the shares of common stock entitled to vote at the Annual Meeting.
The stockholders of the Company voted on the following proposals at the Annual Meeting:
1.Election of three Class II directors, Ginny Lee, Louis Miramontes and Richard Tambor, each to serve a three-year term, which will expire at the 2027 annual meeting of stockholders, or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
| Nominees | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||
| Ginny Lee | 10,094,106 | 6,121,746 | 12,999 | 11,071,365 | ||||||||||||||||||||||
| Louis Miramontes | 13,291,868 | 2,892,194 | 44,789 | 11,071,365 | ||||||||||||||||||||||
| Richard Tambor | 15,539,070 | 680,502 | 9,279 | 11,071,365 | ||||||||||||||||||||||
Based on the votes set forth above, each of the director nominees were duly elected.
2.Approval of an amendment to our Certificate of Incorporation to eliminate supermajority voting provisions.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||||||
| 16,022,171 | 164,612 | 42,068 | 11,071,365 | ||||||||||||||||||||||||||
Based on the votes set forth above, the amendment to the Company's Certificate of Incorporation was not approved.
3.Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024.
| FOR | AGAINST | ABSTAIN | |||||||||||||||||||||||||||
| 27,092,903 | 168,772 | 38,541 | |||||||||||||||||||||||||||
Based on the votes set forth above, the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024, was approved
4.Non-binding advisory resolution to approve the Company's named executive officer compensation, as described in the proxy materials.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||||||
| 14,271,495 | 1,877,087 | 80,269 | 11,071,365 | ||||||||||||||||||||||||||
Based on the votes set forth above, the stockholders advised that they were in favor of the Company's named executive officer compensation set forth in the proxy materials.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | |||||
| 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 thereunto duly authorized.
| OPORTUN FINANCIAL CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Date: | June 28, 2024 | By: | /s/ Kathleen Layton | ||||||||
| Kathleen Layton | |||||||||||
| Chief Legal Officer and Secretary | |||||||||||