Pagaya Technologies Ltd. filed SEC Form 8-K: Financial Statements and Exhibits
$PGY
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): December 11, 2024
Commission File Number: 001-41430
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||||||||||||||
(646 ) 710-7714
(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 (see General Instruction A.2. below):
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 (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. ☐
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 11, 2024, Pagaya Technologies Ltd. (the “Company”) held its Annual General Meeting of Shareholders at which the Company’s shareholders approved amendments to the Company’s Articles of Association (the “Third Amended and Restated Articles of Association”) to: (1) declassify our board of directors over time; (2) amend the provision governing the employment of certain executive officers; and (3) adjust the ownership threshold to be maintained by our founders to avoid the automatic conversion of our Class B Ordinary Shares to Class A Ordinary Shares.
This summary of the Third Amended and Restated Articles of Association is qualified in its entirety by reference to the Third Amended and Restated Articles of Association, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein. A more complete description of the foregoing amendment is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on October 25, 2024.
5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual General Meeting of Shareholders on December 11, 2024. Below are the final voting results. For more information on the following proposals, see the Company’s proxy statement dated October 25, 2024, the relevant portions of which are incorporated herein by reference.
(1)APPROVAL OF THE PHASED-IN DECLASSIFICATION OF OUR BOARD OF DIRECTORS
| FOR | 157,217,375 | ||||
| AGAINST | 46,436 | ||||
| ABSTAIN | 14,392 | ||||
| BROKER NON-VOTES | 11,214,262 | ||||
(2)ELECTION OF CLASS II DIRECTORS
| Director | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| Avi Zeevi | 150,882,863 | 6,381,813 | 13,527 | 11,214,262 | ||||||||||
| Dan Petrozzo | 157,149,762 | 115,811 | 12,630 | 11,214,262 | ||||||||||
| Tami Rosen | 156,778,608 | 494,000 | 5,595 | 11,214,262 | ||||||||||
(3)RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| FOR | 168,287,354 | ||||
| AGAINST | 119,343 | ||||
| ABSTAIN | 85,768 | ||||
(4)APPROVAL OF THE FRAMEWORK FOR THE 2024 BONUSES FOR OUR EXECUTIVE OFFICERS WHO ARE ALSO DIRECTORS
(a)Chief Executive Officer
| FOR | 109,693,847 | ||||
| AGAINST | 1,122,989 | ||||
| ABSTAIN | 46,551 | ||||
| BROKER NON-VOTES | 11,214,262 | ||||
(b)Additional Management Directors
| FOR | 74,649,124 | ||||
| AGAINST | 1,122,989 | ||||
| ABSTAIN | 46,551 | ||||
| BROKER NON-VOTES | 11,214,262 | ||||
(5)APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
| FOR | 156,753,481 | ||||
| AGAINST | 471,654 | ||||
| ABSTAIN | 53,068 | ||||
| BROKER NON-VOTES | 11,214,262 | ||||
(6)VOTE, ON AN ADVISORY (NON-BINDING) BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
| 1 Year | 2 Years | 3 Years | Abstain | ||||||||
| 157,182,731 | 23,644 | 17,399 | 54,429 | ||||||||
(7)APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF ASSOCIATION GOVERNING THE EMPLOYMENT OF CERTAIN EXECUTIVES
| FOR | 110,594,956 | ||||
| AGAINST | 234,228 | ||||
| ABSTAIN | 34,203 | ||||
| BROKER NON-VOTES | 11,214,262 | ||||
(8)APPROVAL OF AN AMENDMENT TO THE OWNERSHIP THRESHOLD REQUIRED TO BE MAINTAINED BY OUR FOUNDERS TO AVOID THE AUTOMATIC CONVERSION OF OUR CLASS B ORDINARY SHARES TO CLASS A ORDINARY SHARES
| FOR | 19,388,071 | ||||
| AGAINST | 10,066,247 | ||||
| ABSTAIN | 32,957 | ||||
| BROKER NON-VOTES | 11,214,262 | ||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |||||||
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.
| PAGAYA TECHNOLOGIES LTD. | ||||||||
| Date: December 12, 2024 | By: | /s/ Eric Watson | ||||||
| Name: | Eric Watson | |||||||
| Title: | Chief Legal Officer | |||||||