Sunlight Financial Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$SUNL
Diversified Financial Services
Finance
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | ||||||||||||||||||||
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 11, 2023, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Sunlight Financial Holdings Inc. (the “Company”), the Company’s stockholders voted on the following items: (1) the election of three members of the Company’s Board, (2) the ratification of the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 and (3) an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding Class A and Class C common stock at an exchange ratio of between 1-for-10 and 1-for-25, such ratio to be determined by our board of directors, at any time prior to December 31, 2023, the implementation and timing of which shall be subject to the discretion of our board of directors. Stockholders representing 106,764,529 shares of all classes of the Company’s common stock were present virtually at the meeting or represented by proxy, representing a majority of the issued and outstanding capital stock of the Company and thereby constituting a quorum.
Proposal 1. Each of the three nominees for election to the Board was duly elected to serve as a director for a term of three years, until the 2026 annual meeting of stockholders, or until his or her successor is duly elected and qualified in accordance with the by-laws of the Company. The final results of the voting were as follows:
| Name | For | Withheld | Broker Non-Votes | ||||||||
| Brad Bernstein | 78,083,832 | 16,730,521 | 11,950,176 | ||||||||
| Emil W. Henry, Jr. | 78,079,873 | 16,734,480 | 11,950,176 | ||||||||
| Jennifer D. Nordquist | 67,790,481 | 27,023,872 | 11,950,176 | ||||||||
Proposal 2. The proposal to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 was approved. The final results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 94,724,655 | 11,989,390 | 50,484 | 0 | ||||||||
Proposal 3. The proposal to approve an amendment to our Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding Class A and Class C common stock at an exchange ratio of between 1-for-10 and 1-for-25 was approved. The final results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 93,323,054 | 13,375,550 | 65,925 | 0 | ||||||||
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.
| SUNLIGHT FINANCIAL HOLDINGS INC. | |||||
| By: | /s/ Matthew Potere | ||||
| Matthew Potere | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Date: August 17, 2023