Current Report Filing (8-k)
May 14 2020 - 4:06PM
Edgar (US Regulatory)
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 12, 2020
Benefytt
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-35811
|
|
46-1282634
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
3450
Buschwood Park Dr., Suite 200
Tampa,
Florida
|
|
33618
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (813) 397-1187
Not
Applicable
(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 following provisions:
[ ]
|
Written
communications 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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[ ]
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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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|
[ ]
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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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Class
A Common Stock, $0.001 par value
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BFYT
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Nasdaq
Global Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
May 12, 2020, Benefytt Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual
Meeting”). The Company previously filed with the SEC its Definitive Proxy Statement and related materials pertaining to
the Annual Meeting on April 17, 2020. On the record date of March 30, 2020 there were 13,203,527 shares of the Company’s
Class A common stock and 1,016,667 shares of the Company’s Class B common stock outstanding and eligible to vote. At the
Annual Meeting, the stockholders: (i) elected the seven persons identified below to serve as directors of the Company to hold
office until the Company’s 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
(ii) approved, on an advisory basis, the compensation of the Company’s Named Executive Officers; and (iii) ratified the
appointment of Grant Thornton LLP as independent auditors of the Company.
Proposal
1: Election of Directors
The
final results of stockholder voting on the election of directors were as follows:
Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Paul E. Avery
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5,892,296
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150,203
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2,872,350
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|
Anthony J. Barkett
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5,741,743
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300,756
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|
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2,872,350
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|
John A. Fichthorn
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5,917,109
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|
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125,390
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|
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2,872,350
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Paul G. Gabos
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5,941,364
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101,135
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2,872,350
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Robert S. Murley
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5,927,726
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114,773
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|
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2,872,350
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|
Peggy B. Scott
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5,767,386
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275,113
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|
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2,872,350
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|
Gavin D. Southwell
|
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5,961,655
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|
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80,844
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|
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2,872,350
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Proposal
2: Approval of, on an Advisory Basis, Named Executive Officer Compensation
The
final results of stockholder voting on the approval of, on an advisory basis, the compensation of the Company’s Named Executive
Officers were as follows:
Votes For
|
|
|
Votes Against
|
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Votes Abstain
|
|
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Broker Non-Votes
|
|
|
5,207,869
|
|
|
|
823,990
|
|
|
|
10,639
|
|
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2,872,351
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|
Proposal
3: To ratify the appointment of Grant Thornton LLP as independent auditors of the Company
The
final results of stockholder voting to ratify the appointment of Grant Thornton LLP as independent auditors of the Company were
as follows:
Votes For
|
|
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Votes Against
|
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Votes Abstain
|
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Broker Non-Votes
|
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8,518,608
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|
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387,047
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9,194
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—
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The
stockholders did not vote on any other matters during the Annual Meeting.
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.
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BENEFYTT
TECHNOLOGIES, INC.
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|
|
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By:
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/s/
Erik M. Helding
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Name:
|
Erik
M. Helding
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Title:
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Chief
Financial Officer, Secretary and Treasurer
|
Date:
May 14, 2020
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