UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 6, 2023
Bakkt Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39544 | | 98-1550750 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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10000 Avalon Boulevard, Suite 1000, Alpharetta, Georgia | | 30009 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (678) 534-5849
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| 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 (see General Instruction A.2. below): |
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| ☐ | Written communication 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)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | | BKKT | | The New York Stock Exchange |
| Warrants to purchase Class A Common Stock | | BKKT WS | | The 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.
On June 6, 2023, Bakkt Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 37,840,689 shares of the Company’s Class A common stock and 183,279,887 shares of the Company’s Class V common stock, together representing 83.2% of the voting power of all issued and outstanding shares of common stock of the Company as of April 10, 2023, the record date for the Annual Meeting, and constituting a quorum for the transaction of business, were present in person or by proxy and voted on the following three proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2023.
1. The stockholders elected the three individuals listed below as directors to serve on the Board of Directors of the Company, each to serve until the 2026 annual meeting of stockholders or until her or his successor is duly elected and qualified or until her or his earlier death, resignation or removal. The voting results were as follows:
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| Name | | Votes For | | Votes Withheld | | Broker
Non-Votes |
| David Clifton | | 185,296,602 | | 19,032,743 | | 16,791,231 |
| De'Ana Dow | | 188,350,912 | | 15,978,433 | | 16,791,231 |
| Gordon Watson | | 185,300,933 | | 19,028,412 | | 16,791,231 |
2. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 219,890,212 | | 909,165 | | 321,199 | | — |
3. The stockholders approved an amendment to the Company’s 2021 Omnibus Incentive Plan to authorize 26,590,466 additional shares. The voting results were as follows:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 184,177,525 | | 20,069,821 | | 81,999 | | 16,791,231 |
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.
Dated: June 9, 2023
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| | BAKKT HOLDINGS, INC. |
| | |
| | By: | /s/ Marc D'Annunzio |
| | | Name: | Marc D’Annunzio |
| | | Title: | General Counsel and Secretary |
