8-K
Vroom, Inc. (VRM)
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 15, 2023
VROOM, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39315 | 90-1112566 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation or organization) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
3600 W Sam Houston Pkwy S, Floor 4Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
(518) 535-9125
(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 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 Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | VRM | The Nasdaq Global Select Market |
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 15, 2023, Vroom, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 77,136,239 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), were present in person or represented by proxy at the Meeting, representing approximately 55.56 percent of the Company’s outstanding Common Stock as of the April 21, 2023 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2023.
Item 1 — Election of seven directors for a term of office ending at the annual meeting of stockholders to be held in 2024.
| Votes FOR | Votes WITHHELD | Broker Non-Votes | |
|---|---|---|---|
| Robert J. Mylod, Jr. | 39,071,772 | 865,400 | 37,199,067 |
| Timothy M. Crow | 39,078,064 | 859,108 | 37,199,067 |
| Michael J. Farello | 38,267,878 | 1,669,294 | 37,199,067 |
| Laura W. Lang | 39,089,391 | 847,781 | 37,199,067 |
| Laura G. O’Shaughnessy | 37,318,710 | 2,618,462 | 37,199,067 |
| Paula B. Pretlow | 39,105,306 | 831,866 | 37,199,067 |
| Thomas H. Shortt | 39,118,460 | 818,712 | 37,199,067 |
Item 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes |
|---|---|---|---|
| 75,407,543 | 562,884 | 1,165,812 | 0 |
Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes |
|---|---|---|---|
| 30,591,083 | 8,887,501 | 458,588 | 37,199,067 |
Based on the foregoing votes, the director nominees listed under Item 1 were elected and Items 2 and 3 were approved.
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.
| VROOM, INC. | ||
|---|---|---|
| Date: June 20, 2023 | By: | /s/ Robert R. Krakowiak |
| Robert R. Krakowiak | ||
| Chief Financial Officer |