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 7, 2020
On Deck Capital, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36779 | 42-1709682 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I. R. S. Employer Identification No.) | ||
1400 Broadway, 25th Floor
New York, New York 10018
(Address of principal executive offices, including ZIP code)
(888) 269-4246
(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)) |
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. ¨
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 $0.005 per share | ONDK | New York Stock Exchange |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 7, 2020, On Deck Capital, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company's stockholders elected three Class III directors, each for a three-year term of office to serve on the Board of Directors of the Company until the Company's 2022 annual meeting of stockholders, or until his or her respective successor is duly elected and qualified, or until his or her earlier departure from the board. The nominated directors received the following votes:
| Name | For | Against | Abstain | Broker Non-Vote | ||||
| Noah Breslow | 37,322,825 | 5,416,785 | 133,700 | 8,820,051 | ||||
| Jane J. Thompson | 37,292,302 | 5,564,993 | 16,015 | 8,820,051 | ||||
| Ronald F. Verni | 33,059,980 | 9,797,092 | 16,238 | 8,820,051 | ||||
At the Annual Meeting, the Company's stockholders approved, on an advisory basis, the Company's executive compensation as set forth in its 2020 Proxy Statement. The proposal received the following votes:
| For | Against | Abstain | Broker Non-Vote | |||
| 28,294,190 | 14,560,891 | 18,229 | 8,820,051 | |||
At the Annual Meeting, the Company's stockholders approved, on an advisory basis, one year as the frequency with which the Company's executive compensation should be subject to a stockholder advisory vote. The proposal received the following votes:
| One Year | Two Years | Three Years | Abstain | Broker Non-Vote | ||||
| 38,250,794 | 2,505 | 4,538,658 | 81,353 | 8,820,051 | ||||
At the Annual Meeting, the Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The proposal received the following votes:
| For | Against | Abstain | Broker Non-Vote | |||
| 51,276,175 | 371,259 | 45,927 | — | |||
The results reported above are final voting results.
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.
| Date: May 8, 2020 | On Deck Capital, Inc. | |||||||
| /s/ Cory R. Kampfer | ||||||||
Cory R. Kampfer Chief Operations Officer, General Counsel and Secretary | ||||||||