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): June 17, 2022
| P10, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware | | 001-40937 | | 87-2908160 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 4514 Cole Avenue, Suite 1600, Dallas, Texas | | 75205 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (214) 865-7998
| |
| (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 follow 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 |
| Class A Common Stock, par value $0.001 per share | PX | New York Stock Exchange LLC |
Series A Junior Participating Preferred Stock Purchase Rights | | |
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. |
At the Annual Meeting of Stockholders of P10, Inc. (the “Company”) on June 17, 2022 (the “Annual Meeting”), the Company’s stockholders approved the amendment to the Company’s 2021 Stock Incentive Plan (the “Plan”) to increase the number of shares of the Company’s stock issuable under the Plan by 5,000,000 shares. A description of the Plan, as amended, is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 29, 2022 (the “Proxy Statement”). The description herein is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on June 17, 2022. As of the close of business on April 25, 2022, the record date for the Annual Meeting, there were 35,704,971 shares of Class A Common Stock and 81,487,776 shares of Class B Common Stock (together with Class A Common Stock, the “Common Stock”) outstanding and entitled to vote. Each share of Class A Common Stock is entitled to one (1) vote per share, and each share of Class B Common Stock is entitled to ten (10) votes per share. Holders of shares of our Common Stock representing of a total of 697,327,009.66 votes were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. At the Annual Meeting, the Company’s stockholders:
| (a) | Elected three Class I Directors to serve on the Company’s board of directors until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified (Proposal 1); |
| (b) | Approved an amendment to the Plan to increase the number of shares of the Company’s stock issuable under the Plan by 5,000,000 shares (Proposal 2); and |
| (c) | Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2022 (Proposal 3). |
For additional information on these proposals, please see the Proxy Statement. The voting results for each of these proposals are set forth below (giving effect to 10 votes per share of Class B Common Stock):
Proposal 1 – Election of Class I Directors
| Nominee | | Votes For | | Abstentions | | Broker Non-Votes |
| C. Clark Webb | | 680,447,442.58 | | 10,859,581.08 | | 4,475,771 |
| | | | | | | |
| Scott Gwilliam | | 677,603,924.58 | | 13,703,099.08 | | 4,475,771 |
| | | | | | | |
| Edwin Poston | | 677,624,282.58 | | 13,682,741.08 | | 4,475,771 |
Proposal 2 – Approval of the amendment to the Plan to increase the number of shares of the Company’s stock issuable under the Plan by 5,000,000
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 689,545,832.58 | | 1,653,505.08 | | 107,686.00 | | 4,475,771 |
Proposal 3 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2022
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 697,184,990.58 | | 52,451.08 | | 89,568.00 | | 4,475,771 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | | Description |
| | | |
| 10.1* | | P10, Inc. 2021 Stock Incentive Plan, as amended. |
| | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
*Filed herewith
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.
| | P10, INC. |
| | |
| | | | |
| Dated: June 24, 2022 | By: | /s/ Amanda Coussens |
| | | Name: | Amanda Coussens |
| | | Title: | Chief Financial Officer |
