UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 10, 2023
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Vacasa, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | 001-41130 (Commission File Number) | 87-1995316 (IRS Employer Identification No.) | ||||||
850 NW 13th Avenue Portland, OR 97209 | ||||||||
(Address of Principal Executive Offices) (Zip Code) | ||||||||
(503) 345-9399 | ||||||||
(Registrant's telephone number, including area code) | ||||||||
Not Applicable | ||||||||
(Former Name or Former Address, if Changed Since Last Report) |
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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:
☐ | 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 | ||||||
Class A Common Stock, par value $0.00001 per share | VCSA | 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 ☒
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 April 10, 2023, Eric Breon, a member of the Board of Directors (the “Board”) of Vacasa, Inc. (the “Company”), informed the Company that he does not intend to stand for re-election as a member of the Board at the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”). Mr. Breon’s decision not to stand for re-election is not a result of any disagreement with the Company on any matter.
Pursuant to the Stockholders Agreement dated December 6, 2021, among the Company, Mossytree, Inc. and affiliates (the “EB Stockholders”), and the other stockholders party thereto, the EB Stockholders are entitled to designate one director to serve on the Board, and Mr. Breon has historically served as this designee. The EB Stockholders have designated Kimberly White, a former employee of the Company, to serve as its designee on the Board in place of Mr. Breon, subject to the election of Ms. White as a director at the Annual Meeting.
Item 7.01 Regulation FD.
On April 13, 2023, the Company issued a press release announcing Eric Breon’s decision not to stand for re-election at the end of his current term. A copy of the press release is furnished as Exhibit 99.1.
The information in this Item 7.01 and in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d): Exhibits:
Exhibit No. | Description | ||||
99.1 | |||||
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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.
VACASA, INC. | |||||
By: | /s/ Robert Greyber | ||||
Name: | Robert Greyber | ||||
Title: | Chief Executive Officer |
Date: April 13, 2023