Finance of America Companies Inc 8-K, filed Jun 12, 2023
Finance of America Companies Inc. (FOA)
8-K
2023-06-12
For: 2023-06-08
View Original
Added on
April 08, 2026
About this 8-K
Finance of America Companies Inc filed this 8-K on June 12, 2023, reporting on events of June 8, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D)
SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 8, 2023
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 June 8, 2023, Finance of America Companies Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) for the purpose of voting on the below three proposals, each of which is described in more detail in the Company’s definitive proxy statement, dated April 26, 2023.
As of the close of business on April 19, 2023, the record date for the Meeting, there was a total voting power of 233,191,413 votes, consisting of the following shares entitled to vote at the Meeting: (i) 87,388,810 vested shares of Class A Common Stock, (ii) 4,258,500 unvested shares of Class A Common Stock, and (iii) 15 shares of Class B Common Stock, representing the voting power of 141,544,103 Class A LLC Units of Finance of America Equity Capital LLC ("FOAEC"). The holders of 196,139,639 votes, or 84.11% of the voting power, consisting of vested Class A Common Stock, unvested Class A Common Stock and Class B Common Stock were present in person or were represented by valid proxies at the Meeting. The shares of Class B Common Stock have no economic rights, but entitle each holder, without regard to the number of shares of Class B Common Stock held by such holder, to a number of votes that is equal to the aggregate number of Class A LLC Units of FOAEC held by such holder on all matters on which holders of Class A Common Stock are entitled to vote generally.
Proposal 1: Election of Directors
The stockholders elected the individuals listed below as directors to serve on the Company’s Board for a term expiring at the Company’s 2024 annual meeting of stockholders. The voting results were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
Brian L. Libman | 175,018,035 | 9,467,658 | 11,653,946 | |||||||||||||||||
Norma C. Corio | 184,206,787 | 278,906 | 11,653,946 | |||||||||||||||||
Robert W. Lord | 182,027,065 | 2,458,628 | 11,653,946 | |||||||||||||||||
Tyson A. Pratcher | 184,203,799 | 281,894 | 11,653,946 | |||||||||||||||||
Lance N. West | 184,206,365 | 279,328 | 11,653,946 | |||||||||||||||||
Proposal 2: Advisory Vote on Named Executive Officer Compensation
The stockholders approved, on a non-binding and advisory basis, the compensation of the named executive officers of the Company. The voting results were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 183,447,703 | 350,150 | 687,840 | 11,653,946 | |||||||||||||||||
Proposal 3: Ratification of Appointment of BDO USA, LLP
The stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:
| Votes For | Votes Against | Abstain | ||||||||||||
| 192,329,495 | 3,632,714 | 177,430 | ||||||||||||
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.
Finance of America Companies Inc. | ||||||||
Date: June 12, 2023 | /s/ Johan Gericke | |||||||
| Name: Johan Gericke | ||||||||
| Title: Chief Financial Officer | ||||||||