Form 8-K - Current report

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 12, 2024

VIZIO HOLDING CORP.

(Exact name of registrant as specified in its charter)


Delaware	001-40271	85-4185335
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

	39 Tesla Irvine, CA 92618
(Address of Principal Executive Offices and Zip Code)

(949) 428-2525

(Registrant's telephone number, including area code)

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
Class A common stock, par value $0.0001 per share	VZIO	New York Stock Exchange

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 12, 2024, VIZIO Holding Corp. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024:

1.To elect six directors to hold office until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified;

2.To approve, on an advisory basis, the compensation of the Company’s named executive officers; and

3.To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024.

The stockholders of the Company voted as follows at the Annual Meeting:

1. Election of Directors


Nominee	Votes For	Votes Withheld	Broker Non-Votes
William Wang	793,515,786	24,453,801	9,546,758
John R. Burbank	786,973,492	30,996,095	9,546,758
Julia S. Gouw	812,474,559	5,495,028	9,546,758
David Russell	812,895,258	5,074,329	9,546,758
Vicky L. Free	813,195,775	4,773,812	9,546,758
R. Michael Mohan	810,406,744	7,562,843	9,546,758

Based on the votes set forth above, each of Mr. Wang, Mr. Burbank, Ms. Gouw, Mr. Russell, Mrs. Free and Mr. Mohan was duly elected to serve until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified.

2. Advisory Vote on Compensation of Named Executive Officers


Votes For	Votes Against	Abstentions	Broker Non-Votes
807,121,826	10,801,199	46,562	9,546,758

Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

3. Ratification of Selection of Independent Registered Public Accounting Firm


Votes For	Votes Against	Abstentions	Broker Non-Votes
822,587,555	274,415	4,654,375	—

Based on the votes set forth above, the stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized.


		VIZIO HOLDING CORP.

Date: June 14, 2024	By:	/s/ Jerry Huang
		Jerry Huang
		General Counsel & Corporate Secretary

Cover	Jun. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 12, 2024
Entity File Number	001-40271
Entity Registrant Name	VIZIO HOLDING CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4185335
Entity Address, Address Line One	39 Tesla
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	949
Local Phone Number	428-2525
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	VZIO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001835591
Amendment Flag	false