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): July 12, 2022
SoFi Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | 001-39606 (Commission File Number) | 98-1547291 (I.R.S. Employer Identification No.) |
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| 234 1st Street San Francisco, California | 94105 |
| (Address of principal executive offices) | (Zip Code) |
(855) 456-7634
(Registrant’s telephone number, including area code)
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange
on which registered |
| Common stock, $0.0001 par value per share | | SOFI | | The Nasdaq Global Select Market |
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 July 12, 2022, SoFi Technologies, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 23, 2022.
1.To elect ten nominees currently serving as members of the Company’s Board of Directors (“Board”) to serve on the Board for a one-year term expiring at the 2023 annual meeting of stockholders.
2.To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.
3.To ratify the selection by the Audit Committee of the Board of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022.
4.To amend and restate the 2021 Stock Option and Incentive Plan for SoFi Technologies, Inc. (the “2021 Plan”) to provide an increase in the number of shares currently available under the 2021 Plan and to further amend the evergreen provision beginning as of January 1, 2023.
5.To approve an Amendment to the Company’s Certificate of Incorporation to give the Board discretionary authority to effect a reverse stock split.
Holders of shares of common stock, par value $0.0001 per share, and redeemable preferred stock, par value $0.0000025 per share, as of the close of business on May 16, 2022 were each entitled to one vote per share and voted together as a single class on each of the proposals. The number of votes cast with respect to each matter voted upon are set forth below.
1.Election of Directors
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| Nominee | For | Withheld | Broker Non-Votes |
| Anthony Noto | 412,614,081 | 6,428,870 | 230,134,925 |
| Tom Hutton | 389,032,812 | 30,010,139 | 230,134,925 |
| Steven Freiberg | 410,033,658 | 9,009,293 | 230,134,925 |
| Ahmed Al-Hammadi | 409,454,929 | 9,588,022 | 230,134,925 |
| Ruzwana Bashir | 409,928,438 | 9,114,513 | 230,134,925 |
| Michael Bingle | 365,550,731 | 53,492,220 | 230,134,925 |
| Richard Costolo | 366,510,229 | 52,532,722 | 230,134,925 |
| Clara Liang | 367,375,634 | 51,667,317 | 230,134,925 |
| Harvey Schwartz | 410,813,309 | 8,229,642 | 230,134,925 |
Magdalena Yeşil | 388,335,388 | 30,707,563 | 230,134,925 |
Based on the votes set forth above, each director nominee was duly elected to serve until the Company’s annual meeting of stockholders in 2023 and until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal.
2. Advisory Vote on the Frequency of Stockholder Advisory Votes on Executive Compensation
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| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 407,528,398 | 4,859,176 | 2,696,243 | 3,959,134 | 230,134,925 |
Based on the votes set forth above, the stockholders approved, on an advisory basis, a one year frequency of future stockholder advisory votes on the Company’s executive compensation.
3. Ratification of the Appointment of Deloitte & Touche LLP
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| For | Against | Abstain |
| 637,727,168 | 5,966,014 | 5,484,694 |
Based on the votes set forth above, the stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
4. Amendment and Restatement of the 2021 Plan
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| For | Against | Abstain | Broker Non-Votes |
| 243,894,921 | 171,652,880 | 3,495,150 | 230,134,925 |
Based on the votes set forth above, the stockholders approved the stockholder proposal regarding the amendment and restatement of the 2021 Plan to provide an increase in the number of shares currently available under the 2021 Plan and to further amend the evergreen provision beginning as of January 1, 2023.
5. Approval of an Amendment to the Company's Certificate of Incorporation to Grant the Board the Discretionary Authority to Effect a Reverse Stock Split
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| For | Against | Abstain |
| 575,154,159 | 69,984,215 | 4,039,502 |
Based on the votes set forth above, the stockholders approved an amendment to the Company’s Certificate of Incorporation to give the Board discretionary authority to effect a reverse stock split.
No other matters were submitted for stockholder action at the Annual Meeting.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| SoFi Technologies, Inc. |
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| Date: July 13, 2022 | By: | /s/ Christopher Lapointe |
| Name: | Christopher Lapointe |
| Title: | Chief Financial Officer |
