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): May 16, 2024
Inspirato Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39791 | | 85-2426959 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
1544 Wazee Street Denver, CO | | 80202 |
| (Address of principal executive offices) | | (Zip Code) |
(303) 586-7771
(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 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 |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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, $0.0001 par value per share | | ISPO | | The Nasdaq Stock Market LLC |
| Warrants to purchase Class A common stock | | ISPOW | | 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 May 16, 2024, the Board of Directors of Inspirato Incorporated (the “Company”) approved changes to the composition of its board committees, effective immediately. The following changes were made:
| 1. | Scott Berman was removed from, and John Melicharek was appointed to, the Compensation Committee. |
| 2. | Ann Payne was removed from, and John Melicharek was appointed to, the Nominating and Corporate Governance Committee. |
These changes were made to align with the Company’s strategic goals and to ensure compliance with NASDAQ listing requirements.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2024, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company voted on the following proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2024.
1. Election of Directors
The stockholders elected the following Class II directors to serve until the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified:
| Nominee | | For | | | Withheld | | | Broker Non-Votes | |
| Ann Payne | | 3,391,335 | | | 367,737 | | | 1,432,712 | |
| Michael Armstrong | | 3,380,981 | | | 378,091 | | | 1,432,712 | |
2. Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| For | | | Against | | | Abstain | |
| 4,365,891 | | | 818,388 | | | 7,505 | |
3. Approval of First Amendment to 2021 Equity Incentive Plan
The stockholders approved the First Amendment to the Inspirato Incorporated 2021 Equity Incentive Plan to authorize the increase of up to 540,000 additional Class A shares issuable upon the Company’s achievement of certain stock price targets:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| 2,352,577 | | | 1,397,942 | | | 8,553 | | | 1,432,712 | |
Each of the foregoing proposals is described in detail in the Company’s Proxy Statement. No other matters were submitted for stockholder action at the Annual Meeting.
9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
| | Inspirato Incorporated |
| Dated: May 21, 2024 | |
| | By: | /s/ Robert Kaiden |
| | | Name: Robert Kaiden |
| | | Title: Chief Financial Officer |
