Genius Sports Ltd 6-K, filed Dec 19, 2022
Genius Sports Ltd (GENI)
About this 6-K
Genius Sports Ltd filed this 6-K on December 19, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
December 2022
Commission File Number: 001-40352
Genius Sports Limited
(Translation of registrant’s name into English)
Genius Sports Group
9th Floor, 10 Bloomsbury Way
London, WC1A 2SL
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Results of Annual General Meeting of Shareholders
Genius Sports Limited (the “Company”) held its First Annual General Meeting of Shareholders (the “AGM”) on December 19, 2022.
A total of 150,265,784 ordinary shares, representing approximately 73.02% of all voting share capital in the Company in issue as of the record date on November 9, 2022, were present in person or represented by proxy at the AGM. The results of the votes are as follows:
| For | Against | Abstain | ||||||||||||||||||||
| Resolutions | Votes | % of Voted |
Votes | % of Voted |
Votes | |||||||||||||||||
| 1. | An ordinary resolution that the annual report, the audited financial statements, the Directors’ report, and the Auditor’s report for the financial year ended 31 December 2021 be received and approved. | 147,884,070 | 99.96 | % | 62,796 | 0.04 | % | 2,318,918 | ||||||||||||||
| 2. | An ordinary resolution seeking approval of the re-appointment of Kimberly Williams-Bradley as a Director of the Company. | 146,840,831 | 98.36 | % | 2,447,273 | 1.64 | % | 977,680 | ||||||||||||||
| 3. | An ordinary resolution seeking approval of the re-appointment of Daniel Burns as a Director of the Company. | 127,753,457 | 85.58 | % | 21,533,838 | 14.42 | % | 978,489 | ||||||||||||||
| 4. | An ordinary resolution for the re-appointment of WithumSmith+Brown, PC as Auditor of the Company with respect to its accounts filed with the U.S. Securities and Exchange Commission from the end of the AGM until the end of the next annual general meeting of the Company. | 147,788,313 | 98.93 | % | 1,599,728 | 1.07 | % | 877,743 | ||||||||||||||
| 5. | An ordinary resolution for the reappointment of BDO LLP as Auditor of the Company with respect to its Guernsey statutory accounts from the end of the AGM until the end of the next annual general meeting of the Company. | 147,792,888 | 98.93 | % | 1,596,417 | 1.07 | % | 876,479 | ||||||||||||||
| 6. | An ordinary resolution authorising the Directors of the Company to determine the remuneration of each Auditor. | 147,777,251 | 98.93 | % | 1,605,084 | 1.07 | % | 883,449 | ||||||||||||||
| 7. | An ordinary resolution that the Company be and is hereby generally and unconditionally authorised, in accordance with section 315 of the Companies (Guernsey) Law, 2008 (as amended) (the “Companies Law”), subject to all applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Shares, on such terms and in such manner as the Directors may from time to time determine and which may be cancelled or held as treasury shares in accordance with the Companies Law, provided that:
a. the maximum aggregate number of Shares authorised to be purchased under this authority shall not exceed 14.99% of the Shares in issue (excluding Shares held in treasury) as at the date this resolution is passed;
b. the minimum price (exclusive of expenses) which may be paid for a Share shall be 1% of the average market value of a Share for the three Business Days prior to the day the purchase is made;
c. the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than 110% of the average market value of a Share for the three Business Days prior to the day the purchase is made; and
such authority shall expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the annual general meeting of the Company to be held in 2023 (unless previously renewed, revoked or varied by the Company by ordinary resolution), save that the Company may make a contract to acquire Shares under this authority before its expiry, which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Shares pursuant to such a contract. |
127,253,331 | 85.17 | % | 22,150,133 | 14.83 | % | 862,320 | ||||||||||||||
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.
| GENIUS SPORTS LIMITED | ||||||
| Date: December 19, 2022 |
By: /s/ Mark Locke | |||||
| Name: Mark Locke | ||||||
| Title: Chief Executive Officer | ||||||
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