Common stock, par value $0.0001
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): August 12, 2021
PORCH GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39142 | | 83-2587663 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 2200 1st Avenue South, Suite 300 | |
| Seattle, Washington | 98134 |
| (Address of Principal Executive Offices) | (Zip Code) |
(855) 767-2400
(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)) |
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 $0.0001 | | PRCH | | 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 x
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 August 16, 2021, Porch Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) regarding the appointment of Rachel Lam and Maurice Tulloch on August 12, 2021, effective immediately, to fill vacancies on the Company’s Board of Directors (the “Board”). The Initial Report also reported the Board’s determination that each of Ms. Lam and Mr. Tulloch satisfies the independence criteria set forth in the Nasdaq rules, and is therefore “independent” for purposes of serving on the Board. As of the date of the Initial Report, Ms. Lam and Mr. Tulloch had not been appointed to any committees of the Board.
This amendment to the Initial Report is being filed to report that, on September 7, 2021 and effective immediately, the Board appointed Ms. Lam to the Mergers and Acquisitions Committee and the Nominating and Corporate Governance Committee, and the Board appointed Mr. Tulloch to the Audit Committee and Compensation Committee. The Board further determined that Mr. Tulloch satisfies the additional independence requirements of Nasdaq and the Securities Exchange Act of 1934, as amended, for service on the Audit Committee and Compensation Committee.
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.
| | PORCH GROUP, INC. |
| | | |
| | By: | /s/ Martin L. Heimbigner |
| | | Name: | Martin L. Heimbigner |
| | | Title: | Chief Financial Officer |
Date: September 9, 2021
