| | | | | |
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: | April 26, 2023 | | |
| (Date of earliest event reported) |
| ARC Document Solutions, Inc. |
| (Exact name of registrant as specified in its charter) |
| | | | | |
| Delaware | 001-32407 | 20-1700361 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification Number) |
| | | | | |
| 12657 Alcosta Blvd, Suite 200 | San Ramon | CA | 94583 |
| (Address of principal executive offices) | (Zip Code) |
| | (925) | 949-5100 | | |
| (Registrant's telephone number, including area code) |
Not Applicable (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, par value $0.001 per share | ARC | The New York Stock Exchange |
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
On April 26, 2023, the stockholders of ARC Document Solutions, Inc. (the “Company”) approved an amendment to the ARC Document Solutions, Inc. 2021 Incentive Plan (the “2021 Plan”), which increased the number of shares of common stock that may be issued under the 2021 Plan by 5,000,000 shares. The amendment to the 2021 Plan had previously been adopted by the Company’s Board of Directors (the “Board”), subject to stockholder approval.
The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards. All of the Company’s employees, directors and others who provide consulting and advisory services to the Company are eligible to receive awards under the 2021 Plan.
The foregoing description of the 2021 Plan is qualified in its entirety by the text of the 2021 Plan. A summary of the 2021 Plan is included as part of Proposal 5 in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2023. The summary of the 2021 Plan is qualified in its entirety by the text of the 2021 Plan, which was filed as Appendix A to the Company’s Definitive Proxy Statement and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On April 26, 2023, the Company held its 2023 annual meeting of stockholders. A total of 43,321,506 shares of the Company’s common stock were entitled to vote as of March 1, 2023, which was the record date for the annual meeting. There were 33,658,578 shares present in person or by proxy at the annual meeting. Set forth below are the matters voted upon by the Company’s stockholders at the 2023 annual meeting and the final voting results of each such proposal.
Proposal 1 - Election of Directors
The stockholders elected five directors, each to serve a one-year term until the Company’s next annual meeting of stockholders and until their respective successors are elected and qualified. The results of the vote were as follows:
| | | | | | | | | | | | | | | | | |
| For | | Withheld | | Broker Non-Votes |
| Kumarakulasingam Suriyakumar | 22,947,395 | | 1,521,972 | | 9,189,211 |
| Bradford L. Brooks | 23,032,930 | | 1,436,437 | | 9,189,211 |
| Cheryl Cook | 22,979,635 | | 1,489,732 | | 9,189,211 |
| Tracey Luttrell | 21,794,020 | | 2,675,347 | | 9,189,211 |
| Mark W. Mealy | 22,962,761 | | 1,506,606 | | 9,189,211 |
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders voted to ratify the appointment of Armanino LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023. The results of the vote were as follows:
| | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | Broker Non-Votes |
| 32,167,430 | | 1,067,300 | | 423,848 | 0 |
Proposal 3 - Advisory, Non-Binding Vote on Executive Compensation
The Company’s stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s executive officers for fiscal year 2022, as disclosed in the Company’s 2023 proxy statement. The results of the advisory, non-binding vote were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 22,178,971 | | 811,111 | | 1,479,285 | | 9,189,211 |
Proposal 4 - Advisory, Non-Binding Vote on Frequency of Executive Compensation Votes
The Company’s stockholders voted, on an advisory, non-binding basis, that the Company should hold a stockholder vote every year on the compensation paid to the Company’s named executive officers. The results of the advisory, non-binding vote were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| 1 year | | 2 years | | 3 years | | Abstain | Broker Non-Votes |
| 21,196,239 | | 28,315 | | 1,835,419 | | 1,409,394 | 9,189,211 |
The Company has considered the outcome of this advisory, non-binding vote and has determined, as was recommended with respect to this proposal in the proxy statement for the 2023 annual meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of executive compensation votes.
Proposal 5 – Approval of Amendment to the 2021 Incentive Plan to increase the aggregate number of shares of ARC Document Solutions' common stock authorized for issuance under such plan by 5,000,000
The Company’s stockholders approved an amendment to the 2021 Incentive Plan to increase the aggregate number of shares of the Company’s common stock authorized for issuance under such plan by 5,000,000. The results of the vote were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 22,324,026 | | 1,654,123 | | 491,218 | | 9,189,211 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | | | |
| Dated: May 2, 2023 | ARC DOCUMENT SOLUTIONS, INC. By: /s/ Jorge Avalos Jorge Avalos Chief Financial Officer |
| | | | | | | | |
| Exhibit Index |
| Exhibit No. | | Description |
| | | | | | | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
