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8-KThe WireRoutine

Shareholder Vote

Filed Jun 16, 2023 · 3y ago · Accession 0001818874-23-000105

Plain English

Material event — a significant development the company must disclose promptly.

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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): June 14, 2023 SoFi Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39606 (Commission File Number) 98-1547291 (I.R.S. Employer Identification No.) 234 1st Street San Francisco , California 94105 (Address of principal executive offices) (Zip Code) ( 855 ) 456-7634 (Registrant’s telephone number, including area code) 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 (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 Common stock, $0.0001 par value per share SOFI The Nasdaq Global Select Market 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 5.07    Submission of Matters to a Vote of Security Holders On June 14, 2023, SoFi Technologies, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2023. 1. To elect eleven nominees currently serving as members of the Company’s Board of Directors (“Board”) to serve on the Board for a one-year term expiring at the 2024 annual meeting of stockholders. 2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. 3. To ratify the selection of Deloitte & Touche LLP by the Audit Committee of the Board as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023. 4. To approve an Amendment to the Company’s Certificate of Incorporation to give the Board discretionary authority to effect a reverse stock split. Holders of shares of common stock, par value $0.0001 per share, and redeemable preferred stock, par value $0.0000025 per share, as of the close of business on April 18, 2023 were each entitled to one vote per share and voted together as a single class on each of the proposals. The number of votes cast with respect to each matter voted upon are set forth below. 1. Election of Directors Nominee For Withheld Broker Non-Votes Anthony Noto 318,815,260 5,679,629 279,232,093 Tom Hutton 312,526,049 11,968,840 279,232,093 Steven Freiberg 301,706,444 22,788,445 279,232,093 Ahmed Al-Hammadi 313,744,362 10,750,527 279,232,093 Ruzwana Bashir 312,127,799 12,367,090 279,232,093 Michael Bingle 313,655,777 10,839,112 279,232,093 Richard Costolo 311,947,664 12,547,225 279,232,093 John Hele 316,468,533 8,026,356 279,232,093 Clara Liang 312,833,114 11,661,775 279,232,093 Harvey Schwartz 315,592,530 8,902,359 279,232,093 Magdalena Yeşil 281,149,076 43,345,813 279,232,093 Based on the votes set forth above, each director nominee was duly elected to serve until the Company’s annual meeting of stockholders in 2024 and until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal. 2. Non-Binding Advisory Vote on Executive Compensation For Against Abstain 240,886,420 78,502,818 5,105,651 Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the Company’s executive compensation. 1 3. Ratification of the Appointment of Deloitte & Touche LLP For Against Abstain 595,503,864 4,518,419 3,704,699 Based on the votes set forth above, the stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. 4. Approval of an Amendment to the Company's Certificate of Incorporation to Grant the Board the Discretionary Authority to Effect a Reverse Stock Split For Against Abstain 433,761,212 165,284,577 4,681,193 Based on the votes set forth above, the stockholders did not approve an amendment to the Company’s Certificate of Incorporation to give the Board discretionary authority to effect a reverse stock split. No other matters were submitted for stockholder action at the Annual Meeting. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SoFi Technologies, Inc. Date: June 16, 2023 By: /s/ Christopher Lapointe Name: Christopher Lapointe Title: Chief Financial Officer
Filing details
Ticker
SOFI
CIK
1818874
Form type
8-K
Filing date
Jun 16, 2023
Report date
Jun 14, 2023
Document
sofi-20230614.htm
Size
190 KB