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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): December 16, 2022

 

 

P3 Health Partners Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware   001-40033   85-2992794
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

  2370 Corporate Circle, Suite 300  
  Henderson, NV 89074
  (Address of principal executive offices) (Zip Code)

 

(702) 910-3950

(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:

 

  Trading   Name of each exchange
Title of each class   Symbol(s)   on which registered
Class A Common Stock, par value $0.0001 per share   PIII   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50.   PIIIW   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 5.07. Submission of Matters to a Vote of Security Holders.

 

On December 16, 2022, P3 Health Partners Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders. Holders of the Company’s Class A common stock and Class V common stock were each entitled to one vote per share held as of the close of business on October 25, 2022. The following are the voting results for the two proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on November 3, 2022.

 

Proposal 1 — Election of three Class I directors for a term of office expiring on the date of the annual meeting of stockholders in 2025 and until their respective successors have been duly elected and qualified.

 

NOMINEE  Votes FOR   Votes
WITHHELD		   Broker Non-Votes 
Sherif Abdou, M.D.   142,798,336    40,209,287    885,897 
Greg Kazarian   142,641,112    40,366,511    885,897 
Greg Wasson   139,313,962    43,693,661    885,897 

 

Proposal 2 — Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes  
183,855,371   37,265   884   0  

  

Based on the foregoing votes, each of the three Class I director nominees was elected and Proposal 2 was approved. 

 

 

 

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 thereunto duly authorized.

 

      P3 Health Partners Inc.
       
Date:  December 21, 2022 By: /s/ Jessica Puathasnanon
     

Jessica Puathasnanon

Chief Legal Officer

 

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