Form 8-K KinderCare Learning Comp For: Jun 04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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).
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 June 4, 2026, KinderCare Learning Companies, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 112,436,272 shares of common stock were present or represented by proxy at the Annual Meeting, representing approximately 94.94% of the 118,428,299 shares of common stock entitled to vote at the Annual Meeting. The following describes the matters considered by the Company’s stockholders at the Annual Meeting, as well as the results of the votes cast at the Annual Meeting:
| 1. | Proposal No. 1 – Election of Directors. |
Class II Directors
At the Annual Meeting, Michael Nuzzo and John T. (“Tom”) Wyatt were nominated as Class II directors, to serve until the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The results of the votes were as follows:
| Nominee |
For | Withhold | Broker Non-Votes | |||||||||
| Michael Nuzzo |
102,268,917.03 | 284,139.00 | 9,883,215.97 | |||||||||
| John T. (“Tom”) Wyatt |
102,401,830.03 | 151,226.00 | 9,883,215.97 | |||||||||
Based on the foregoing votes, Michael Nuzzo and John T. (“Tom”) Wyatt were elected as Class II directors at the Annual Meeting.
Class I Directors
At the Annual Meeting, Jean Desravines was nominated as a Class I Director, to serve until the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified. The results of the vote were as follows:
| Nominee |
For | Withhold | Broker Non-Votes | |||||||||
| Jean Desravines |
94,143,949.00 | 8,409,107.03 | 9,883,215.97 | |||||||||
Based on the foregoing votes, Jean Desravines was elected as a Class I director at the Annual Meeting.
| 2. | Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm. |
Proposal No. 2 was the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) to serve as the Company’s independent registered public accounting firm for fiscal 2026. The results of the vote were as follows:
| For |
Against |
Abstain | ||
| 112,306,500.00 | 120,222.00 | 9,550.00 |
Based on the foregoing vote, the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for fiscal 2026 was approved.
| 3. | Proposal No. 3 – Advisory Vote On Named Executive Officers Compensation. |
Proposal No. 3 was the approval, on an advisory basis, of the compensation paid to the Company’s named executive officers. The results of the vote were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 97,216,652.03 | 5,333,477.00 | 2,927.00 | 9,883,215.97 |
Based on the foregoing vote, the compensation paid to the Company’s named executive officers was approved on an advisory basis.
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.
| KinderCare Learning Companies, Inc. | ||||||
| Date: June 5, 2026 | By: | /s/ Anthony Amandi | ||||
| Name: | Anthony Amandi | |||||
| Title | Chief Financial Officer | |||||
ATTACHMENTS / EXHIBITS
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