UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 21, 2021
Purple Innovation, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-37523 | | 47-4078206 |
| (State of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 4100 North Chapel Ridge Rd., Suite 200 | | |
| Lehi, Utah | | 84043 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (801) 756-2600
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication 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-commencements 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 $0.0001 per share | | PRPL | | 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. ☐
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K/A amends Purple Innovation, Inc.’s Current Report on Form 8-K originally filed on May 21, 2021, solely to provide Inline eXtensible Business Reporting Language tagging to the cover page. No other changes have been made to the original filing.
| | ITEM 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On May 21, 2021, the following proposals were approved by the stockholders of Purple Innovation, Inc. (the “Company”) at the Company’s 2021 Annual Meeting of Stockholders:
| · | | Election of eight directors to serve until their successors are duly elected and qualified at the next annual meeting of stockholders or until their earlier death, resignation or removal; |
| | · | Approval, on an advisory basis, of the compensation of the Company’s named executive officers as set forth in the Proxy Statement; |
| | · | Approval, on an advisory basis, of a one-year frequency for future stockholder advisory votes on executive compensation; and |
| · | | Ratification of the selection of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. |
| The voting results were as follows: | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| Election of Directors | | | | | | | | | | | | |
| Pano Anthos | | | 47,918,773 | | | | 361,789 | | | | 12,887 | | | | 4,048,526 | |
| Gary DiCamillo | | | 48,042,680 | | | | 237,711 | | | | 13,058 | | | | 4,048,526 | |
| Adam Gray | | | 47,275,939 | | | | 1,002,169 | | | | 15,341 | | | | 4,048,526 | |
| Claudia Hollingsworth | | | 48,076,942 | | | | 203,939 | | | | 12,568 | | | | 4,048,526 | |
| Gary Kiedaisch | | | 48,203,859 | | | | 74,138 | | | | 15,452 | | | | 4,048,526 | |
| Joseph B. Megibow | | | 47,954,380 | | | | 323,905 | | | | 15,164 | | | | 4,048,526 | |
| Paul Zepf | | | 47,750,985 | | | | 526,937 | | | | 15,527 | | | | 4,048,526 | |
| Dawn Zier | | | 47,622,776 | | | | 658,110 | | | | 12,563 | | | | 4,048,526 | |
| | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| Approval of Executive Compensation | | | 47,899,157 | | | | 360,056 | | | | 34,238 | | | | 4,048,524 | |
| | | | | | | | | | | | | | | | | |
| | | 1 Year | | | 2 Years | | | 3 Years | | | Abstain | | | Broker Non-Votes | |
| Frequency of Future Advisory Votes | | | 47,950,769 | | | | 9,259 | | | | 319,474 | | | | 13,948 | | | | 4,048,525 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| Ratification of BDO USA, LLP | | | 52,299,974 | | | | 8,447 | | | | 33,553 | | | | 1 | |
| | | | | | | | | | | | | | | | | |
Based upon the results set forth above with respect to the frequency of future advisory votes, and consistent with the Board's recommendation, the Board of Directors has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required vote on the frequency of such votes.
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: June 29, 2021 | PURPLE INNOVATION, INC. |
| | | |
| | By: | /s/ Craig L. Phillips |
| | | Craig L. Phillips |
| | | Chief Financial Officer |
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