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): June 16, 2023
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
N/A
(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. ☐
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On June 16, 2023, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Purple Innovation, Inc. (the “Company”), the Company’s stockholders approved an amendment and restatement of the Purple Innovation, Inc. 2017 Equity Incentive Plan (the “Amended and Restated Plan”). The Amended and Restated Plan, among other changes, extended for the plan’s term for five additional years, to 2033, increased the annual limitation on individual awards, including awards to the Company’s executive officer, to 1,500,000 shares, clarified the treatment of awards in the event of a change in control, and increased the number of shares of Class A Common Stock authorized for issuance under the 2017 Plan by 3,800,000 shares (resulting in a total authorized reserve of 7,900,000 shares).
A summary of the Amended and Restated Plan appears on pages 59 through 69 of the Company’s proxy statement filed with the Securities and Exchange Commission on May 23, 2023, in connection with the Annual Meeting. The foregoing description of the Amended and Restated Plan and the summary included in the Company’s Proxy Statement are qualified in their entirety by reference to the Amended and Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 16, 2023, the following proposals were approved by the Company’s stockholders at the Annual Meeting:
| ● | 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 of the amendment and restatement of the Company’s 2017 Equity Incentive Plan; 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, 2023. |
| The voting results for the Election of Directors were as follows: | | For | | Against | | Abstain | | Broker
Non-Votes |
| S. Hoby Darling | | 84,349,510 | | 418,275 | | 136,254 | | 6,227,512 |
| Robert DeMartini | | 84,519,292 | | 341,556 | | 43,190 | | 6,227,513 |
| Gary DiCamillo | | 72,251,863 | | 12,596,858 | | 55,318 | | 6,227,512 |
| Adam Gray | | 83,805,822 | | 1,052,668 | | 45,548 | | 6,227,513 |
| Claudia Hollingsworth | | 75,163,562 | | 9,686,188 | | 54,288 | | 6,227,513 |
| R. Carter Pate | | 84,356,644 | | 440,404 | | 106,990 | | 6,227,513 |
| D. Scott Peterson | | 84,569,187 | | 230,200 | | 104,651 | | 6,227,513 |
| Erika Serow | | 84,230,940 | | 539,106 | | 133,992 | | 6,227,513 |
| | | For | | Against | | Abstain | | Broker
Non-Votes |
| Approval of Executive Compensation | | 84,446,228 | | 398,824 | | 58,986 | | 6,227,513 |
| | | For | | Against | | Abstain | | Broker
Non-Votes |
| Approval of the amendment and restatement of the Company’s 2017 Equity Incentive Plan | | 84,504,460 | | 374,931 | | 24,648 | | 6,227,512 |
| | | For | | Against | | Abstain | | Broker
Non-Votes |
| Ratification of BDO USA, LLP | | 90,972,746 | | 110,993 | | 47,811 | | 1 |
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed herewith:
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 16, 2023 | PURPLE INNOVATION, INC. |
| | | |
| | By: | /s/ Casey McGarvey |
| | | Casey McGarvey |
| | | Chief Legal Officer |
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