UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 27, 2021
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SelectQuote, Inc.
(Exact name of registrant as specified in its charter)
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| | | | | | | | |
| Delaware | 001-39295 | 94-3339273 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
| 6800 West 115th Street, Suite 2511 |
| Overland Park, Kansas 66211 |
| (Address of principal executive offices) (Zip code) |
| | |
| (913) 599-9225 |
| (Registrant’s telephone number, including area code) |
|
| No change since last report |
| (Former Name or 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 | | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | | SLQT | | New York Stock Exchange |
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.
SelectQuote, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) on October 27, 2021. Of the 163,834,166 shares of the Company’s common stock outstanding as of September 17, 2021 (the record date for the 2021 Annual Meeting), 139,708,974 shares, or 85.27%, were represented in person or by proxy at the 2021 Annual Meeting. The voting results on the proposals considered at the 2021 Annual Meeting are provided below.
Proposal 1
The voting results on the proposal to elect two Class II directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier retirement or removal, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Votes For | | Votes Withheld | | Abstentions | | Broker
Non-Votes |
| Earl H. "Trace" Devanny III | | 98,972,002 | | 22,179,232 | | — | | 18,557,740 |
| Raymond F. Weldon | | 98,708,974 | | 22,442,460 | | — | | 18,557,740 |
Proposal 2
The voting results on the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker
Non-Votes |
| 139,520,403 | | 105,947 | | 82,624 | | — |
Proposal 3
The voting results on the non-binding advisory proposal to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2021 proxy statement were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker
Non-Votes |
| 118,396,486 | | 2,212,089 | | 542,659 | | 18,557,740 |
Proposal 4
The voting results on the non-binding advisory proposal to recommend the frequency of future non-binding advisory votes on executive compensation were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Every Year | | Every
Two Years | | Every
Three Years | | Abstentions | | Broker
Non-Votes |
| 119,739,080 | | 473,065 | | 387,513 | | 551,576 | | 18,557,740 |
Consistent with the vote of the stockholders and the recommendation of the Board of Directors of the Company as set forth in the Company's 2021 proxy statement, the Company will hold a stockholder advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of advisory votes on the compensation of the Company’s named executive officers, which vote is required to occur no later than the Company’s 2027 annual meeting of stockholders.
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.
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| | SELECTQUOTE, INC. |
| | | |
| Date: November 2, 2021 | By: | /s/ Daniel A. Boulware |
| | Name: | Daniel A. Boulware |
| | Title: | General Counsel and Secretary |
