BuzzFeed, Inc 8-K, filed Jun 5, 2025
BuzzFeed, Inc. (BZFD)
8-K
2025-06-05
For: 2025-06-03
View Original
Added on
April 07, 2026
About this 8-K
BuzzFeed, Inc filed this 8-K on June 5, 2025, reporting on events of June 3, 2025.
Items reported
- Item 1.02: Ended a material agreement
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
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 3, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of registrant’s principal executive offices, and zip code)
(646 ) 397-2039
(Registrant’s telephone number, including area code)
Not applicable
(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communication 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 | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2025, BuzzFeed, Inc. (the “Company”) held the 2025 Annual Meeting. The following is a brief description of each proposal voted upon at the 2025 Annual Meeting, and the final voting results for each proposal. For more information about these proposals, refer to the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 14, 2025 in connection with the 2025 Annual Meeting.
Proposal 1: Election of Directors
Angela Acharia and Jonah Peretti were re-elected to the Company’s board of directors as Class I directors, to each serve a three-year term expiring at the 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified. The results of the election were as follows:
| Name of Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Angela Acharia | 72,591,415 | 4,198,484 | 15,197,644 | |||||||||||||||||
| Jonah Peretti | 73,564,038 | 3,225,861 | 15,197,644 | |||||||||||||||||
Proposal 2: Increase Shares Reserved Under the 2021 Equity Incentive Plan and Extend the Plan’s Term
The stockholders approved an amendment to the Company’s 2021 Equity Incentive Compensation Plan (the “Plan”) to increase the number of shares of Class A common stock that may be issued under the Plan by 5,000,000, and to extend the term of the Plan so that it expires 10 years from the date the amendment becomes effective.
The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 72,398,111 | 4,384,241 | 7,547 | 15,197,644 | |||||||||||||||||
Proposal 3: Appointment of the Company’s Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:
| For | Against | Abstain | ||||||||||||
| 91,833,829 | 97,253 | 56,461 | ||||||||||||
Item 8.01 Other Events.
Prior to June 3, 2025, the Company had approximately $29.7 million aggregate principal amount of unsecured convertible notes due 2026 (the “Notes”) outstanding, which were issued under that certain indenture dated as of December 3, 2021, by and between 890 5th Avenue Partners, Inc. and Wilmington Savings Fund Society, FSB as trustee (the “Trustee”), as amended and supplemented from time to time (the “Indenture”). On June 3, 2025, the Company redeemed all of the Notes for approximately $30.9 million, consisting of $29.7 million of principal and $1.2 million of accrued interest. The Indenture has been satisfied and discharged in full, except for those provisions that expressly survive as provided in Section 3.01 of the Indenture, including without limitation, Section 7.06 of the Indenture.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | 6/5/2025 | ||||||||||
| BuzzFeed, Inc. | |||||||||||
| By: | /s/ Jonah Peretti | ||||||||||
| Name: Jonah Peretti | |||||||||||
| Title: Chief Executive Officer | |||||||||||