Current Report Filing (8-k)

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): June 8, 2023

PORCH GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39142	83-2587663
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


411 1st Avenue S., Suite 501
Seattle, Washington	98104
(Address of principal executive offices)	(Zip Code)

(855) 767-2400

(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:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange
on which registered

Common stock, par value $0.0001

PRCH

The Nasdaq Stock Market LLC

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 5.07Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on June 8, 2023. Of the 97,226,396 shares of the Company’s common stock outstanding as of the record date, 80,997,974 shares, or 83.31%, were present virtually or represented by proxy at the Annual Meeting. The final voting results for each of the matters submitted to a Company stockholder vote at the Annual Meeting are set forth below.

Each of the following persons was duly elected by the Company’s stockholders to serve as a director on the Board until the Company’s 2024 Annual Meeting of Stockholders and until his successor is duly elected and qualified, subject to his earlier resignation, removal or death, with votes as follows:

NOMINEE

FOR

WITHHOLD

BROKER

NON-VOTES

Matthew Ehrlichman

63,777,415

1,719,332

15,501,227

Maurice Tulloch

63,755,196

1,741,551

15,501,227

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified by the stockholders, with votes as follows:


FOR	AGAINST	ABSTAIN
79,732,005	517,329	748,640

The compensation of the Company’s named executive officers was approved, on an advisory (non-binding) basis, by the stockholders, with votes as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

45,726,618

19,537,670

232,459

15,501,227

No other matters were submitted for stockholder action at the Annual Meeting.

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.