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 4, 2020
SmileDirectClub, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 001-39037 | | 83-4505317 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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414 Union Street Nashville, Tennessee | | 37219 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(800) 848-7566
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o 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 ý
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. o
Securities registered pursuant to Section 12(b) of the Exchange Act:
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| Title of each class | | Trading symbol | | Name on each exchange on which registered |
| Class A common stock, par value $0.0001 per share | | SDC | | The NASDAQ Stock Market LLC |
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) held on June 4, 2020, the stockholders of SmileDirectClub, Inc. (the “Company”) voted on the matters described below.
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| 1. | The Company’s stockholders elected three Class I directors, who comprise all of the directors of such class, to serve until the 2023 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Each nominee for director was elected by a vote of the stockholders as follows: |
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| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| David B. Katzman | 2,609,591,066 | 4,568,791 | 38,266,895 |
| Susan Greenspon Rammelt | 2,609,878,074 | 4,281,783 | 38,266,895 |
| Richard J. Schnall | 2,609,983,639 | 4,176,221 | 38,266,895 |
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| 2. | The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2020, by a vote of the stockholders as follows: |
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 2,593,266,744 | 291,898 | 58,868,110 | 0 |
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.
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| | SMILEDIRECTCLUB, INC. |
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| | By: | /s/ Kyle Wailes |
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| | Name: | Kyle Wailes |
| | Title: | Chief Financial Officer |
Date: June 9, 2020
