SEC Form 8-K filed by AvidXchange Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
AvidXchange Holdings, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) on June 20, 2024. Holders of the Company’s common stock as of the close of business on April 22, 2024, the record date, were entitled to vote at the Annual Meeting. As of the record date, there were 206,431,517 shares of the Company’s common stock outstanding. Each share of common stock was entitled to one vote on each proposal. A quorum, representing holders of 183,621,914 shares of the Company’s common stock, or 88.95% of the outstanding shares of the Company’s common stock as of the record date, was present in person or represented by proxy at the Annual Meeting.
Set forth below is a brief description of each matter submitted to a vote of the Company’s stockholders:
1. Proposal No. 1: The election of Teresa Mackintosh, Michael Praeger, and Arthur J. Rubado as Class III directors to serve in such roles until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified.
2. Proposal No. 2: The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024.
3. Proposal No. 3: The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
The proposals are described further in the Company’s “Proxy Statement for 2024 Annual Meeting of Stockholders” filed on April 29, 2024, with the United States Securities and Exchange Commission.
The Company’s inspector of elections certified the following vote tabulations.
Proposal No. 1: Election of Class III Directors.
The proposal was approved based upon the following votes:
| Nominee |
For | Withheld | Broker Non-Votes |
|||||||||
| Teresa Mackintosh |
126,993,680 | 36,584,534 | 20,043,700 | |||||||||
| Michael Praeger |
158,492,274 | 5,085,940 | 20,043,700 | |||||||||
| Arther J. Rubado |
163,008,812 | 569,402 | 20,043,700 | |||||||||
Proposal No. 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Company’s fiscal year ending December 31, 2024.
The proposal was approved based upon the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 183,561,584 | 47,521 | 12,809 | N/A |
Proposal No. 3: The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
The proposal was approved based upon the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 158,643,502 | 4,710,926 | 223,786 | 20,043,700 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 24, 2024 | AVIDXCHANGE HOLDINGS, INC. | |||||
| By: | /s/ Ryan Stahl | |||||
| Ryan Stahl General Counsel, Senior Vice President, and Secretary | ||||||