Common stock, par value $0.0001
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): March 30, 2022
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 ¨
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 March 30, 2022, Porch Group, Inc. (the “Company”) announced that it had mutually agreed with Martin Heimbigner, Chief Financial Officer of the Company, to begin a search for Mr. Heimbigner’s successor. In order to assist with an orderly transition of his responsibilities, Mr. Heimbigner is expected to remain as Chief Financial Officer for up to six months from the date hereof and, in consideration therefor, would receive previously disclosed compensation and other opportunities as set forth in that certain First Amendment to Offer Letter Agreement, dated as of February 11, 2022 (the “Agreement”), by and between Porch.com, Inc. and Mr. Heimbigner, as described in the Company’s Current Report on Form 8-K dated February 10, 2022 and filed with the United States Securities and Exchange Commission on February 11, 2022. The Company will treat such separation for purposes of the applicable provisions of the Agreement as a “without cause” separation event. The Company intends to retain an independent executive search firm to commence a search for a new Chief Financial Officer.
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/ Matthew Cullen |
| | | Name: | Matthew Cullen |
| | | Title: | General Counsel |
| | | | |
Date: April 1, 2022
