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 19, 2020
ATLAS TECHNICAL CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38745 | | 83-0808563 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
13215 Bee Cave Parkway,
Building B, Suite 230 Austin, Texas | | 78738 |
| (Address of principal executive offices) | | (Zip Code) |
(512) 851-1501
(Registrant’s telephone number, including area code)
(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 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, $0.0001 par value per share | | ATCX | | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one share of Class A common stock | | ATCXW | | 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 June 19, 2020, Atlas Technical Consultants, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals voted upon at the Annual Meeting and the final voting results are indicated below. For additional information on these proposals, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 28, 2020.
Proposal 1: To elect the two Class I directors named in this proxy statement to serve until the annual meeting of stockholders to be held in 2023. All nominees were elected by the votes indicated.
| Nominee | | Voted For | | Voted Withhold | | Abstentions | | Broker Non-Votes |
| L. Joe Boyer | | 27,545,656 | | 0 | | 75,370 | | 677,381 |
| Brian Ferraioli | | 27,543,213 | | 0 | | 77,813 | | 677,381 |
Proposal 2: To approve the selection of Grant Thornton LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020. The proposal was approved by the votes indicated.
| For | | Against | | Abstentions |
| 28,298,149 | | 8 | | 250 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 25, 2020
| | ATLAS TECHNICAL CONSULTANTS, INC. |
| | | |
| | By: | /s/ L. Joe Boyer |
| | Name: | L. Joe Boyer |
| | Title: | Chief Executive Officer |
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