Perimeter Solutions SA filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PRM
Major Chemicals
Industrials
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): May 29, 2025
(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, including zip code)
(314 ) 396-7343
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
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 ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 29, 2025, Perimeter Solutions, Inc., (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live audio webcast. At the Annual Meeting, the stockholders voted on (i) the election of seven director nominees for a one-year term (Proposal 1), (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2), and (iii) the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025 (Proposal 3).
Proposal 1
The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the 2026 Annual Meeting of Stockholders or, in each case, until his or her successor is duly elected and qualified.
| For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||
| W. Nicholas Howley | 115,672,246 | 3,427,115 | 19,910 | 8,981,188 | |||||||||||||||||||
| William N. Thorndike, Jr. | 115,665,744 | 3,428,002 | 25,525 | 8,981,188 | |||||||||||||||||||
| Tracy Britt Cool | 117,520,130 | 1,525,621 | 73,520 | 8,981,188 | |||||||||||||||||||
| Sean Hennessy | 117,542,630 | 1,540,499 | 36,142 | 8,981,188 | |||||||||||||||||||
| Robert S. Henderson | 101,661,506 | 17,421,623 | 36,142 | 8,981,188 | |||||||||||||||||||
| Bernt Iversen II | 117,427,762 | 1,655,367 | 36,142 | 8,981,188 | |||||||||||||||||||
| Jorge L. Valladares III | 117,717,686 | 1,330,197 | 71,388 | 8,981,188 | |||||||||||||||||||
Proposal 2
The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 103,229,252 | 15,783,645 | 106,374 | 8,981,188 | |||||||||||||||||
Proposal 3
The stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 128,058,184 | 14,978 | 27,297 | — | |||||||||||||||||
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.
| Perimeter Solutions, Inc. | ||||||||
| Date: May 29, 2025 | By: | /s/ Kyle Sable | ||||||
| Kyle Sable | ||||||||
| Chief Financial Officer | ||||||||