UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| Series A Junior Participating Preferred Stock Purchase Rights |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Special Meeting of Stockholders of P10, Inc. (the “Company”) on December 9, 2022 (the “Special Meeting”), the Company’s stockholders approved the amendment to the Company’s 2021 Incentive Plan (the “Plan”) to increase the number of shares of the Company’s Class A Common Stock issuable under the Plan by 4,000,000 shares. A description of the Plan, as amended, is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on November 15, 2022 (the “Proxy Statement”). The description herein is qualified in its entirety by reference to the full text of the Plan, which is 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 Company held the Special Meeting on December 9, 2022. As of the close of business on November 10, 2022, the record date for the Special Meeting, there were 40,911,416 shares of Class A Common Stock and 76,142,242 shares of Class B Common Stock (together with Class A Common Stock, the “Common Stock”) outstanding and entitled to vote. Each share of Class A Common Stock is entitled to one (1) vote per share, and each share of Class B Common Stock is entitled to ten (10) votes per share. Holders of shares of our Common Stock representing a total of 560,490,553 votes were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.
At the Special Meeting, the Company’s stockholders approved an amendment to the Plan to increase the number of shares of the Company’s Class A Common Stock issuable under the Plan by 4,000,000 shares (Proposal 1).
For additional information on this proposal, please see the Proxy Statement. The voting results for this proposal are set forth below (giving effect to 10 votes per share of Class B Common Stock):
Proposal 1 – Approval of the amendment to the Plan to increase the number of shares of the Company’s stock issuable under the Plan by 4,000,000
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 558,215,205 | 2,247,309 | 28,039 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1* | P10, Inc. 2021 Stock Incentive Plan, as amended. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
| * | Filed herewith |
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.
| P10, INC. | ||||||
| Dated: December 13, 2022 | By: | /s/ Amanda Coussens | ||||
| Name: | Amanda Coussens | |||||
| Title: | Chief Financial Officer | |||||