8-K

ARKO Corp. (ARKO)

8-K 2022-06-07 For: 2022-06-07
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Added on April 04, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 07, 2022

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ARKO Corp.

(Exact name of Registrant as Specified in Its Charter)

Delaware 001-39828 85-2784337
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
8565 Magellan Parkway<br><br>Suite 400
Richmond, Virginia 23227-1150
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (804) 730-1568
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(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<br>Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value per share ARKO The NASDAQ Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 ARKOW 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 5.07 Submission of Matters to a Vote of Security Holders.

ARKO Corp., a Delaware corporation (the “Company”), held its 2022 Annual Meeting of Stockholders on June 7, 2022 (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

Proposal 1: Election of three Class II directors to the Board of Directors of the Company for three-year terms to hold office until the Company’s 2025 Annual Meeting of Stockholders or until their respective successors are elected and qualified:

Votes Votes Broker
Director For Withheld Non-Votes
Sherman K. Edmiston III 86,152,669 9,148,631 1,982,111
Starlette B. Johnson 84,850,384 10,450,916 1,982,111
Morris Willner 91,759,325 3,541,975 1,982,111

Proposal 2: Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s 2022 Proxy Statement for the Annual Meeting:

Votes Votes Broker
For Against Abstentions Non-Votes
89,682,476 5,066,298 552,526 1,982,111

Proposal 3: Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the classification of the Company’s Board of Directors:

Votes Votes Broker
For Against Abstentions Non-Votes
95,295,833 4,267 1,200 1,982,111

Proposal 4: Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year:

Votes Votes Broker
For Against Abstentions Non-Votes
97,226,433 56,324 654

No other matters were considered or voted upon 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 thereunto duly authorized.

ARKO CORP.
Date: June 7, 2022 By: /s/ Arie Kotler
Name:<br><br>Title: Arie Kotler<br>Chairman, President and Chief Executive Officer