Privia Health Group Inc. 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
$PRVA
Medical/Nursing Services
Health Care
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 22, 2024
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(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) | |||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(571 ) 366-8850
Registrant's telephone number, including area code
Not Applicable
(Former name, former address and former fiscal year, 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:
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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 (§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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 22, 2024, Privia Health Group, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to remove supermajority voting provisions and to remove or limit the personal liability of officers to the extent permitted under the Delaware General Corporation Law.
Following the Annual Meeting, on May 22, 2024, the Company filed its Second Amended and Restated Charter with the Delaware Secretary of State, giving effect to the amendments. The foregoing description of the changes contained in the Charter is qualified in its entirety by reference to the full text of the Charter, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On May 22, 2024, the Board of Directors of the Company (the “Board”) adopted the Fourth Amended and Restated Bylaws of the Company (the “Bylaws”) to conform to the amendments to the Charter approved by stockholders. The Bylaws also include a number of ministerial and clarifying changes. The foregoing description of the changes contained in the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 22, 2024, the Company held the Annual Meeting via live webcast. At the Annual Meeting, the Company’s stockholders approved all five proposals.
Proposal No. 1: Election of directors.
The following four nominees were elected to serve as Class II directors for a term expiring at the Company’s 2027 Annual Meeting of Stockholders, or until such director's respective successor is duly elected and qualified or such director's earlier death, resignation or removal.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Thomas McCarthy | 99,268,746 | 3,905,963 | 11,085,362 | |||||||||||||||||
| Parth Mehrotra | 102,934,560 | 1,005,791 | 10,319,720 | |||||||||||||||||
| Dr. Jaewon Ryu | 99,347,055 | 3,827,654 | 11,085,362 | |||||||||||||||||
| William (Bill) Sullivan | 65,283,936 | 37,861,267 | 11,114,868 | |||||||||||||||||
Proposal No. 2: Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.
The Company’s stockholders approved, on a non-binding basis, the compensation of our named executive officers.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
96,616,303 | 26,663,618 | 4,660,430 | 10,319,720 | |||||||||||||||||
Proposal No. 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
The appointment of PricewaterhouseCoopers LLP was ratified.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 110,149,647 | 95,394 | 4,015030 | — | |||||||||||||||||
Proposal No. 4: Amend and restate the Company’s amended and restated certificate of incorporation (the “Charter”) to remove supermajority voting standards.
The proposal to amend and restate the Charter to remove supermajority voting provisions was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 99,807,247 | 96,832 | 4,036,272 | 10,319,720 | |||||||||||||||||
Proposal No. 5: Amend and restate the Company’s Charter to allow for exculpation of officers as permitted by Delaware law.
The proposal to amend and restate the Charter to remove or limit the personal liability of officers to the extent permitted under the Delaware General Corporation Law was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 92,992,974 | 6,924,331 | 4,023,045 | 10,319,721 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit:
| Exhibit No. | Description | ||||
| 3.1 | |||||
| 3.2 | |||||
| 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.
| PRIVIA HEALTH GROUP, INC. | |||||||||||
Date: May 23, 2024 | By: | /s/ David Mountcastle | |||||||||
| Name: David Mountcastle | |||||||||||
| Title: Executive Vice President, Chief Financial Officer and Authorized Officer | |||||||||||