Form 8-K TrueCar, Inc. For: May 26
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(800 ) 200-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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 26, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, proxies representing 79,697,268 shares (“Shares”) of the Company’s common stock, par value $0.0001 per share, or approximately 85.15% of the Shares entitled to vote, were present and voted on the following three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2022 (the “Proxy Statement”). The Company’s inspector of elections certified the vote tabulations indicated below.
Proposal 1
The individuals listed below were elected at the Annual Meeting to serve as Class II directors on the Company’s Board of Directors until the Company’s 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| Robert E. Buce | 66,992,798 | 4,388,145 | 8,316,325 | |||||||||||||||||
| Faye M. Iosotaluno | 71,238,667 | 142,276 | 8,316,325 | |||||||||||||||||
| Wesley A. Nichols | 63,981,015 | 7,399,928 | 8,316,325 | |||||||||||||||||
Proposal 2
Proposal 2 was a management proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2022, as described in the Proxy Statement. This proposal was approved.
| For | Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 79,611,557 | 48,437 | 37,274 | 0 | |||||||||||||||||
Proposal 3
Proposal 3 was an advisory vote to approve the Company’s named executive officer compensation, as described in the Proxy Statement. This proposal was approved.
| For | Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 64,895,340 | 2,437,892 | 4,047,711 | 8,316,325 | |||||||||||||||||
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.
| Date: May 27, 2022 | TRUECAR, INC. | |||||||
| By: | /s/ Jeff Swart | |||||||
| Jeff Swart | ||||||||
| EVP, General Counsel & Secretary | ||||||||
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