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 17, 2023 |
Emerald Holding, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-38076 | 42-1775077 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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100 Broadway, 14th Floor |
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New York, New York |
| 10005 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (949) 226-5700 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Stock, par value $0.01 per share |
| EEX |
| New York Stock Exchange |
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 May 17, 2023, Emerald Holding, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present in person or by proxy.
At the Annual Meeting, stockholders considered and voted on the following proposals, each of which is described in more detail in the Company’s proxy statement dated April 6, 2023, (the “Proxy Statement”): (1) the election of two Class III directors for terms expiring at the 2026 annual meeting of stockholders and two Preferred Stock directors for terms expiring at the 2024 annual meeting of stockholders; (2) the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year; (3) the non-binding advisory vote to approve the compensation of our named executive officers; (4) the non-binding advisory vote to approve the frequency of future advisory votes on executive compensation; and (5) the approval of the Second Amendment and Restatement of the 2017 Omnibus Equity Plan.
Proposal One: Election of Class III Directors
Nominees |
| For |
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| Withheld |
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| Broker Non-Votes |
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Michael Alicea |
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| 122,118,977 |
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| 1,408,895 |
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| 3,959,865 |
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Emmanuelle Skala |
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| 120,331,503 |
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| 3,196,369 |
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| 3,959,865 |
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Election of Preferred Stock Directors
Nominees |
| For |
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| Withheld |
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| Broker Non-Votes |
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Lynda Clarizio |
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| 71,065,106 |
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| 1,158 |
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| 65,380 |
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David Levin |
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| 71,065,646 |
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| 618 |
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| 65,380 |
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Proposal Two: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the current fiscal year
For |
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| 127,450,073 |
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Against |
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| 37,664 |
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Abstain |
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| — |
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Broker Non-Votes |
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| — |
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Proposal Three: Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers
For |
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| 122,939,879 |
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Against |
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| 578,667 |
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Abstain |
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| 9,326 |
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Broker Non-Votes |
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| 3,959,865 |
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Proposal Four: Non-Binding Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation
Three Years |
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| 118,917,230 |
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Two Years |
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| 45,090 |
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One Year |
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| 4,558,638 |
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Abstain |
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| 6,913 |
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Broker Non-Votes |
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| 3,959,865 |
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Proposal Five: Approval of the Second Amendment and Restatement of the 2017 Omnibus Equity Plan
For |
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| 120,484,700 |
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Against |
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| 2,939,539 |
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Abstain |
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| 103,632 |
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Broker Non-Votes |
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| 3,959,865 |
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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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| EMERALD HOLDING, INC. |
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Date: | May 19, 2023 | By: | /s/ Stacey Sayetta |
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| Stacey Sayetta |