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. |
On June 3, 2024, LifeStance Health Group, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each such proposal.
Proposal 1: Election of Directors
The stockholders of the Company elected the director nominees listed below to serve on the Company’s Board of Directors as members of Class III for a term of three years. The results of the vote were as follows:
| Name of Nominee |
For | Withhold | Broker Non-Votes | |||||||||
| Kenneth Burdick |
296,275,655 | 39,857,449 | 15,918,580 | |||||||||
| Jeffrey Rhodes |
291,334,953 | 44,319,757 | 16,396,974 | |||||||||
| William Miller |
296,766,053 | 40,026,251 | 15,259,380 | |||||||||
Proposal 2: Ratification of the Company’s Independent Registered Public Accounting Firm
The stockholders of the Company ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024. The results of the vote were as follows:
| For |
Against |
Abstain | ||
| 339,827,488 | 370,822 | 11,853,374 |
Proposal 3: Advisory Vote on Named Executive Officer Compensation
The stockholders of the Company approved, on a non-binding advisory basis, the Company’s named executive officer compensation. The results of the vote were as follows:
| For |
Against |
Withhold |
Broker Non-Votes | |||
| 282,059,174 | 50,777,777 | 3,982,869 | 15,231,864 |
Proposal 4: Frequency of the Advisory Vote on Named Executive Officer Compensation
The stockholders of the Company approved, on a non-binding advisory basis, that future non-binding advisory votes on the Company’s named executive officer compensation be held every year. The results of the vote were as follows:
| 1 Year |
2 Years |
3 Years |
Broker Non-Votes | |||
| 322,160,935 | 58,179 | 11,299,991 | 15,231,864 |
As a result of the foregoing vote, the Company’s Board of Directors has determined that the Company will conduct a non-binding advisory vote on the Company’s named executive officer compensation every year.
SIGNATURE
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.
| LIFESTANCE HEALTH GROUP, INC. | ||||||
| Date: June 4, 2024 | By: | /s/ Ryan Pardo | ||||
| Name: | Ryan Pardo | |||||
| Title: | Chief Legal Officer and Secretary | |||||