Form: 8-K

Current report filing

June 1, 2023

0001637873false00016378732023-05-302023-05-30

 

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): May 30, 2023

 

 

ACV Auctions Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40256

47-2415221

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

640 ELLICOTT STREET #321

 

Buffalo, New York

 

14203

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (800) 553-4070

 

 

(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

Class A common stock, par value $0.001 per share

 

ACVA

 

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 May 30, 2023, ACV Auctions Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the four 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 19, 2023.

 

Proposal 1 – Election of Directors

 

Brian Hirsch and Eileen A. Kamerick were each elected to serve as a Class II director of the Company’s Board of Directors until the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected or until his or her earlier resignation or removal. The voting results were as follows:

 

Nominee

Votes For

Votes Against

Votes Withheld

Broker Non-Votes

Brian Hirsch

387,917,655

0

716,062

18,507,414

Eileen A. Kamerick

354,997,478

0

33,636,239

18,507,414

 

Proposal 2 – Approval of Executive Compensation

 

The stockholders approved, on a non-binding, advisory basis, the compensation of our named executive officers. The voting results were as follows:

 

Votes For

Votes Against

Votes Withheld

Broker Non-Votes

387,714,859

884,133

34,725

18,507,414

 

 

 

 

 

Proposal 3Approval of Frequency of Executive Compensation Votes

 

The stockholders approved, on a non-binding, advisory basis, the frequency of one year for future non-binding, advisory votes to approve the compensation of our named executive officers. The voting results were as follows:

 

Votes For 1 yr.

Votes For 2 yr.

Votes For 3 yr.

Votes Withheld

Broker Non-Votes

307,436,886

6,602

81,097,706

92,523

18,507,414

 

Proposal 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm

 

The stockholders ratified the appointment of Ernst and Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:

 

Votes For

Votes Against

Votes Withheld

Broker Non-Votes

407,087,402

47,391

6,338

0

 

 


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.

 

 

 

ACV Auctions Inc.

 

 

 

 

Date:

June 1, 2023

By:

/s/ Leanne Fitzgerald

 

 

 

Leanne Fitzgerald, Chief Legal Officer