8-K
Emerald Holding, Inc. (EEX)
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): May 18, 2020 (May 13, 2020)
Emerald Holding, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38076 | 42-1775077 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation) | (Commission<br><br><br>File Number) | (I.R.S. Employer<br><br><br>Identification No.) |
| 31910 Del Obispo Street<br><br><br>Suite 200<br><br><br>San Juan Capistrano, California | 92675 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 226-5700
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><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | EEX | 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. ☒ | |
|---|---|
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| --- | --- |
On May 13, 2020, Emerald Holding, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present in person or by proxy.
At the Annual Meeting, stockholders considered and voted on the following proposals, each of which is described in more detail in the Company’s proxy statement dated April 3, 2020, (the "Proxy Statement"): (1) the election of two Class III directors for terms expiring at the 2023 annual meeting of stockholders; and (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the current fiscal year.
The voting results at the Annual Meeting with respect to each of the matters described above, were as follows:
| Proposal One: | Election of Class III Directors | |||||
|---|---|---|---|---|---|---|
| Nominees | For | Withheld | Broker Non-Votes | |||
| --- | --- | --- | --- | --- | --- | --- |
| Michael Alicea | 66,019,522 | 3,884,046 | 406,627 | |||
| Emmanuelle Skala | 66,147,828 | 3,755,740 | 406,627 | |||
| Proposal Two: | Ratification of Selection of Independent Registered Public Accounting Firm | |||||
| --- | --- | |||||
| For | 70,305,767 | |||||
| --- | --- | |||||
| Against | 3,608 | |||||
| Abstain | 820 | |||||
| Broker Non-Votes | 0 |
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 18, 2020 | EMERALD HOLDING, INC. | |
|---|---|---|
| By: | /s/ Mitchell Gendel | |
| Mitchell Gendel | ||
| General Counsel and Corporate Secretary |