Vacasa Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VCSA
Diversified Commercial Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 21, 2024
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Securities registered pursuant to Section 12(b) of the Act: | ||||||||
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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).
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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.
As noted below under Item 5.07, at the 2024 Annual Meeting of Stockholders of Vacasa, Inc. (the “Company”), held on May 21, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the "Amendment") to the Vacasa, Inc. 2021 Incentive Award Plan, as previously amended and restated on May 23, 2023 (the “Plan”), which Amendment was approved by the Board of Directors of the Company on March 7, 2024, subject to the approval of the Company’s stockholders.
The Amendment increases the number of shares of Class A Common Stock authorized for issuance under the Plan by 3.5 million shares.
A more detailed description of the material terms of the Amendment and the Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2024 (“Proxy Statement”). The foregoing and the summaries in the Proxy Statement are not complete summaries of the terms of the Plan, as amended by the Amendment, and are qualified by reference to the text of the Plan, as amended by the Amendment, a copy of which is included as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2024, the Company held its Annual Meeting. Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.
Proposal 1: Election of Directors
The Company’s stockholders elected Ryan Bone, Chad Cohen and Benjamin Levin as Class III directors to serve until the Annual Meeting of Stockholders to be held in 2027. The results of the vote were as follows:
Director Name | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
Ryan Bone | 13,811,712 | 672,897 | 2,281,862 | ||||||||
| Chad Cohen | 13,967,722 | 516,887 | 2,281,862 | ||||||||
| Benjamin Levin | 13,752,230 | 732,379 | 2,281,862 | ||||||||
Proposal 2: Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 16,732,881 | 30,654 | 2,936 | 0 | ||||||||
Proposal 3: Approval to Amend the Vacasa, Inc. 2021 Incentive Award Plan
The Company’s stockholders approved the Amendment. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 13,540,863 | 939,581 | 4,165 | 2,281,862 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d): Exhibits:
Exhibit No. | Description | ||||
10.1 | |||||
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
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.
VACASA, INC. | |||||
By: | /s/ Robert Greyber | ||||
Name: | Robert Greyber | ||||
Title: | Chief Executive Officer | ||||
Date: May 23, 2024