SEC Form 8-K filed by KinderCare Learning Companies Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 5, 2025, Preston Grasty notified KinderCare Learning Companies, Inc. (the “Company”) that he would be resigning from the Company’s Board of Directors (the “Board”), effective immediately. The resignation of Mr. Grasty was not as a result of any disagreement with the Company.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 5, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 112,755,388 shares were present or represented by proxy at the Annual Meeting, representing approximately 95.55% of all shares entitled to vote at the Annual Meeting. The stockholders voted on the matters presented at the Annual Meeting, and the shares present, in person or by proxy, were voted as follows:
| 1. | Election of Directors |
Proposal No. 1 was the election of two nominees to serve as Class I directors of the Company, each for a term of three years until the Company’s 2028 annual meeting of stockholders. The results of the vote were as follows:
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Christine Deputy | 99,099,069 | 12,108,500 | 1,547,819 | |||
| Paul Thompson | 111,047,542 | 160,027 | 1,547,819 |
Pursuant to the foregoing votes, the two nominees listed above were elected to serve on the Board. There were no additional director nominations brought before the meeting.
| 2. | Ratification of the Appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s Independent Registered Public Accounting Firm |
Proposal No. 2 was the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2026. The results of the vote were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 112,674,596 | 77,092 | 3,700 |
Pursuant to the foregoing vote, the ratification of PwC as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2026 was approved.
| 3. | Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers |
Proposal No. 3 was the approval, on an advisory basis, of the compensation of the Company’s named executive officers. The results of the vote were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 110,830,838 | 372,105 | 4,626 | 1,547,819 |
Pursuant to the foregoing vote, the stockholders adopted a non-binding resolution indicating their approval of the compensation of the Company’s named executive officers.
| 4. | Advisory Vote to Approve the Frequency of Future Stockholder Advisory Votes on Compensation of Named Executive Officers |
Proposal No. 4 was the approval, on an advisory basis, of the frequency of future stockholder advisory votes on compensation of the Company’s named executive officers. The results of the vote were as follows:
| One Years |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes | ||||
| 111,135,360 | 777 | 3,295 | 68,137 | 1,547,819 |
Pursuant to the foregoing vote, the stockholders adopted a non-binding resolution indicating that the frequency of future advisory votes on compensation of the Company’s named executive officers be every one year.
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.
| KinderCare Learning Companies, Inc. | ||||||
| Date: June 9, 2025 | By: | /s/ Anthony Amandi | ||||
| Name: Title: |
Anthony Amandi Chief Financial Officer | |||||