Fathom Holdings Inc 8-K, filed Oct 20, 2021
Fathom Holdings Inc. (FTHM)
About this 8-K
Fathom Holdings Inc filed this 8-K on October 20, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Fathom Holdings Inc. (the “Company”) shareholders approved an amendment to the 2019 Omnibus Stock Incentive Plan (the “2019 Plan”). The amendment increases the share reserve of the 2019 Plan by one million shares from 1,060,778 to 2,060,778. The Company’s board of directors approved the amendment to the 2019 Plan on August 22, 2021, subject to shareholder approval.
You can find a summary of the principal features of the 2019 Plan in the proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on September 7, 2021 (the “Proxy Statement”), under the heading “Proposal Two – Approval of an Amendment to the 2019 Omnibus Stock Incentive Plan to Increase the Share Reserve by One Million Shares of Common Stock”. The summary of the amendment to the 2019 Plan contained in the Proxy Statement is qualified in its entirety by the full amendment to the 2019 Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on October 20, 2021. The following proposals were voted upon and the final voting results with respect to each such proposal are set forth below.
At the Annual Meeting, shareholders elected the following eight members to serve on our board of directors, each for a one-year term expiring at the annual shareholder meeting to be held in 2022 or until his or her successor has been duly elected and qualified. The vote for each director’s election was as follows:
| Nominee | For | Withheld | ||
| Joshua Harley | 10,607,375 | 9,630 | ||
| Marco Fregenal | 10,557,466 | 59,539 | ||
| Christopher Bennett | 10,560,109 | 56,896 | ||
| Jeffrey Coats | 10,557,501 | 59,504 | ||
| Ravila Gupta | 10,611,763 | 5,242 | ||
| David Hood | 10,544,830 | 72,175 | ||
| Glenn Sampson | 10,558,929 | 58,076 | ||
| Jennifer Venable | 10,578,628 | 38,377 |
Next, at the Annual Meeting, shareholders approved the amendment to the 2019 Plan. The vote was 10,545,217 shares for, 57,103 shares against, 14,685 shares abstaining and no broker non-votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 10.1 | Amendment to the Company’s 2019 Omnibus Stock Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: October 20, 2021 | FATHOM HOLDINGS INC. |
| /s/ Marco Fregenal | |
| Marco Fregenal | |
| President and Chief Financial Officer |
Exhibit 10.1
AMENDMENT TO THE
FATHOM HOLDINGS INC.
2019 omnibus STOCK INCENTIVE PLAN
WHEREAS, the Board of Directors of Fathom Holdings Inc. (the “Company”) deem it to be in the best interests of the Company to amend, and to have approved at the next annual meeting of the shareholders of the Company, the amendment of the Fathom Holdings Inc. 2019 Omnibus Stock Incentive Plan (the “Plan”) as set forth below, effective October 20, 2021;
NOW, THEREFORE, the Plan shall be amended as follows.
1. Section 3 of the Plan is deleted in its entirety and the following substituted in lieu thereof:
3. Stock Subject to the Plan.
(a) Subject to adjustment as described in Section 13 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive Stock Options) is Two Million Sixty Thousand Seven Hundred Seventy-Eight (2,060,778) Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.
(b) Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan, except that the maximum aggregate number of Shares which may be issued pursuant to the exercise of Incentive Stock Options shall not exceed the number specified in Section 3(a). Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited or repurchased by the Company, such Shares shall become available for future grant under the Plan. In the event any Option or other Award granted under the Plan is exercised through the tendering of Shares (either actually or through attestation), or in the event tax withholding obligations are satisfied by tendering or withholding Shares, any Shares so tendered or withheld shall not again be available for awards under the Plan. To the extent that cash in lieu of Shares is delivered upon the exercise of a SAR pursuant to Section 6(m), the Company shall be deemed, for purposes of applying the limitation on the number of shares, to have issued the number of Shares that it was entitled to issue upon such exercise or on the exercise of any related Option, notwithstanding that cash was issued in lieu of such Shares. Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options shall not be available for awards under the Plan.
2. Except as herein amended, the terms and provisions of the Plan shall remain in full force and effect as originally adopted and approved, as amended to date.
IN WITNESS WHEREOF, the undersigned officer of the Company attests that the foregoing Amendment to the Fathom Holdings Inc. 2019 Omnibus Stock Incentive Plan was adopted by the Company’s Board of Directors on August 22, 2021.
| FATHOM HOLDINGS INC. | ||
| By: | /s/ Joshua Harley | |
| Joshua Harley | ||
| Chief Executive Officer | ||