8-K
MARKETWISE, INC. (MKTW)
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): June 2, 2022
MarketWise, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39405 | 87-1767914 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1125 N. Charles St. | ||
| Baltimore, | Maryland | 21201 |
| (Address of principal executive offices, including zip code) |
(888) 261-2693
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 | ||||
|---|---|---|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act | Securities registered pursuant to Section 12(b) of the Act: | |||
| --- | --- | --- | |||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
| Class A common stock, $0.0001 par value per share | MKTW | The Nasdaq Stock Market LLC | |||
| Warrants to purchase Class A common stock | MKTWW | 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 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2022, MarketWise, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the two proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 20, 2022 (the “Proxy Statement”).
Proposal 1 - Election of Directors
Riaan Hodgson, Manuel Borges and Van Simmons were each elected to serve until the 2025 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Riaan Hodgson | 292,477,272 | 11,785,652 | 3,292,226 |
| Manuel Borges | 299,308,186 | 4,954,738 | 3,292,226 |
| Van Simmons | 303,823,970 | 438,954 | 3,292,226 |
Proposal 2 - Ratification of the Appointment 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 year ending December 31, 2022, by the following votes:
| Votes For | Votes Against | Votes Abstained |
|---|---|---|
| 307,529,646 | 25,095 | 409 |
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.
| MarketWise, Inc. | ||
|---|---|---|
| Date: June 6, 2022 | By: | /s/ Gary Anderson |
| Name: | Gary Anderson | |
| Title: | General Counsel and Corporate Secretary |