Clear Secure, Inc 8-K, filed Jun 15, 2023
Clear Secure, Inc. (YOU)
About this 8-K
Clear Secure, Inc filed this 8-K on June 15, 2023, reporting on events of June 14, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Securityholders.
On June 14, 2023, Clear Secure, Inc. (the “Company”) held its annual meeting of stockholders. In accordance with the Company’s Second Amended and Restated Certificate of Incorporation, holders of Class A common stock, $0.00001 par value per share (“Class A Common Stock”) and Class C common stock, $0.00001 par value per share (“Class C Common Stock”) have one vote per share, and holders of Class B common stock, $0.00001 par value per share (“Class B Common Stock”) and Class D common stock, $0.00001 par value per share (“Class D Common Stock,” and, collectively with the Class A Common Stock, Class B Common Stock and Class C Common Stock, the “Common Stock”) have twenty votes per share. The proposals are described in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 27, 2023. The final results for the votes regarding each proposal are set forth below.
| 1. | The Company’s holders of Common Stock, voting together as a single class, elected eight directors listed below to the Board of Directors. The votes regarding this proposal were as follows: |
| For | Withheld | Broker Non-Votes | |
| Caryn Seidman-Becker | 628,130,686 | 935,358 | 11,133,895 |
| Kenneth Cornick | 626,894,304 | 2,171,740 | 11,133,895 |
| Michael Z. Barkin | 628,650,078 | 415,966 | 11,133,895 |
| Jeffery H. Boyd | 610,086,692 | 18,979,352 | 11,133,895 |
| Tomago Collins | 628,596,376 | 469,668 | 11,133,895 |
| Shawn Henry | 628,856,600 | 209,444 | 11,133,895 |
| Kathryn Hollister | 628,704,340 | 361,704 | 11,133,895 |
| Adam J. Wiener | 628,594,607 | 471,437 | 11,133,895 |
| 2. | The Company’s holders of Common Stock, voting together as a single class, ratified the appointment of the Company’s independent registered public accounting firm for the 2023 fiscal year. The votes regarding this proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 640,067,923 | 70,023 | 61,993 | 0 |
| 3. | The Company’s holders of Common Stock, voting together as a single class, approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 624,085,994 | 4,928,232 | 51,818 | 11,133,895 |
| 4. | The Company’s holders of Common Stock, voting together as a single class, voted on an advisory (non-binding) basis, on the frequency of future advisory votes on named executive officer compensation. The votes regarding this proposal were as follows: |
| Three Years | Two Years | One Year | Abstain | Broker Non-Votes |
| 129,340 | 16,759 | 628,897,027 | 22,918 | 11,133,895 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CLEAR SECURE, INC. | ||||||
| Date: | June 15, 2023 | By: | /s/ Matthew Levine | |||
| Name: | Matthew Levine | |||||
| Title: | General Counsel, Chief Privacy Officer and Secretary | |||||