8-K

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 15, 2022

First Advantage Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-31666	84-3884690
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
1 Concourse Parkway NE<br><br>Suite 200
Atlanta, Georgia		30328
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: 888 314-9761
---

(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, $0.001 par value per share	FA	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2022, the Board of Directors (the “Board”) of First Advantage Corporation (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board from seven to eight members and elected Bridgett R. Price to fill the vacancy so created, both effective June 17, 2022. Dr. Price was elected to serve as a Class II director, which class will stand for re-election at the Company’s 2023 annual meeting of stockholders. The Board also appointed Dr. Price to serve on the Audit Committee of the Board, replacing Ms. Bianca Stoica.

The Board has affirmatively determined that Dr. Price is independent under the guidelines for director independence set forth in the Company’s Corporate Governance Guidelines, Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and under all applicable standards of the Nasdaq Stock Market LLC, including with respect to Audit Committee service and is qualified to serve on the Audit Committee.

Dr. Price has no arrangements or understandings with any other person pursuant to which she was selected as a director. Dr. Price has no direct or indirect material interest in any transactions that would require disclosure under Item 404(a) of Regulation S-K.

In connection with her service as a non-employee director, Dr. Price will receive the Company’s customary non-employee director compensation in accordance with the First Advantage Corporation Non-Employee Director Compensation Policy attached as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 23, 2022. Dr. Price also entered into the Company’s customary indemnification agreement for directors.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 15, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 145,496,253 shares of the Company’s common stock, or approximately 95% of the 152,982,128 shares entitled to vote at the Annual Meeting, were present in person or by proxy and voted on the following two proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting, dated April 28, 2022.

Item 1-Election of Directors. The stockholders elected the individuals listed below as Class I directors to serve on the Company’s Board of Directors for a three-year term expiring in 2025. The voting results were as follows:

Name	Votes For		Votes Withheld		Broker Non-Votes
Scott Staples		124,094,342		12,283,800		9,118,111
Susan R. Bell		123,825,673		12,552,469		9,118,111

Item 2-Ratification of 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, 2022. The voting results were as follows:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
	145,257,697		211,922		26,634	N/A

Item 7.01 Regulation FD Disclosure.

On June 17, 2022, the Company issued a press release announcing Dr. Price’s appointment as a new director. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of First Advantage Corporation dated June 17, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			FIRST ADVANTAGE CORPORATION
Date:	June 17, 2022	By:	/s/ David L. Gamsey
			David L. Gamsey<br>Executive Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

First Advantage Expands Board of Directors with

Appointment of Bridgett Price

ATLANTA, June 17, 2022 – First Advantage Corporation (NASDAQ: FA), a leading global provider of technology solutions for screening, verifications, safety, and compliance related to human capital, today announced the appointment of Bridgett Price to the Board of Directors as an independent director and member of the Audit Committee. With the addition of Dr. Price, the Company’s Board of Directors now has eight members.

“We are very pleased to welcome Bridgett as an independent director” said Joe Osnoss, Chairman of the Board. “Bridgett’s impressive experience as a human resources leader across geographies and sectors provides her with valuable perspectives on how clients use First Advantage’s technology solutions, as well as how our sector will continue to evolve and grow.”

“I am honored to join the First Advantage Board of Directors at such an exciting time in the Company’s trajectory,” said Dr. Price. “I look forward to working with the team as we help customers compete for talent and manage their human capital-related risk in today’s dynamic jobs market.”

Dr. Price is currently the Global Human Resources Officer for Consumer, Development, and Operations disciplines at Marriott International, which she joined in 2000. From 2009 to 2016, she was based in London as the Chief Human Resources Officer for Europe. Dr. Price has held a variety of human resources executive positions in Fortune 500 hospitality and consumer products companies and is recognized for her leadership and expertise with major global transformational initiatives. She also served as a Major in the United States Air Force and taught Psychology and Leadership courses at the U.S. Air Force Academy in Colorado Springs, Colorado. Dr. Price earned her Ph.D. in Educational Leadership and Policy Studies from Arizona State University and Master of Science in Education and Counseling Psychology from the University of Southern California. She is a board member of the News Literacy Project where she is the Board Chair for the News Literacy Project Talent & Diversity Committee.

About First Advantage

First Advantage (NASDAQ: FA) is a leading global provider of technology solutions for screening, verifications, safety, and compliance related to human capital. The Company delivers innovative solutions and insights that help customers manage risk and hire the best talent. Enabled by its proprietary technology, First Advantage’s products and solutions help companies protect their brands and provide safer environments for their customers and their most important resources: employees, contractors, contingent workers, tenants, and drivers. Headquartered in Atlanta, Georgia, First Advantage performs screens in over 200 countries and territories on behalf of its more than 33,000 customers. For more information about First Advantage, visit the Company’s website at https://fadv.com/.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify, including those described under the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (SEC), which are accessible on the SEC’s website at www.sec.gov. Any forward-looking statements included in this press release, or our SEC filings are made only as of their respective dates, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

Investor Contact

Stephanie D. Gorman

Vice President, Investor Relations

Investors@fadv.com

(888) 314-9761