Solo Brands Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$DTC
Recreational Games/Products/Toys
Consumer Discretionary
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 24, 2024
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 001-40979
| State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||||||||||
| Address of Principal Executive Offices | Zip Code | ||||||||||
(817 ) 900-2664
Registrant’s Telephone Number, Including Area Code
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:
| 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 ☒
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 5.07. Submission of Matters to a Vote of Security Holders.
On May 24, 2024, Solo Brands, Inc. (the “Company”) held its annual meeting of stockholders. Holders of the Company’s Class A common stock and Class B common stock were entitled to one vote per share held as of the close of business on March 27, 2024 (the “Record Date”). A total of 71,683,391 shares of the Company’s Class A and Class B common stock, voting as a single class, were present in person or represented by proxy at the meeting, representing a quorum. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 9, 2024.
Proposal 1 – Election of three Class III directors to serve until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified.
| Votes FOR | Votes WITHHELD | Broker Non-Votes | |||||||||||||||
| Matthew Guy-Hamilton | 54,314,019 | 11,596,495 | 5,772,877 | ||||||||||||||
| Christopher Metz | 62,751,673 | 3,158,841 | 5,772,877 | ||||||||||||||
| David Powers | 55,144,005 | 10,766,509 | 5,772,877 | ||||||||||||||
Proposal 2 – Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||||||||||
| 70,026,600 | 572,494 | 1,084,297 | — | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | |||||
| 104 | Cover Page Interactive Data File embedded within the Inline XBRL document | ||||
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 thereunto duly authorized.
| Solo Brands, Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date: | May 28, 2024 | By: | /s/ Kent Christensen | ||||||||
| Kent Christensen | |||||||||||
| General Counsel | |||||||||||