GSHD Goosehead Insurance

Filed: 3 May 21, 4:54pm

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 3, 2021
Goosehead Insurance, Inc.
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
of Incorporation)
File Number)
(I.R.S. Employer
Identification No.)
1500 Solana Boulevard, Ste. 4500
Westlake, Texas 76262    
(Address of Principal Executive Offices, and Zip Code)

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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication 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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $.01 per shareGSHDNASDAQ
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 3, 2021, Goosehead Insurance, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the shareholders of the Company voted on the following four proposals:

Proposal 1—Election of Directors

    The following nominees were elected to the Company’s Board of Directors to hold office for terms to expire in one year or until their successors are elected and qualified, or until his or her earlier death, resignation or removal. The votes cast at the Annual Meeting were as follows:
NomineeForWithheldBroker Non-Votes
Mark E. Jones26,284,740 8,317,393 703,499 
Robyn Jones27,491,511 7,110,622 703,499 
Peter Lane31,887,503 2,714,630 703,499 
Mark Miller33,092,372 1,509,761 703,499 
James Reid33,704,890 897,243 703,499 

Proposal 2— Ratification of Appointment of Independent Registered Public Accounting Firm

    The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved based upon the following votes:
35,303,502 8211,309 

Proposal 3—Advisory Vote on Executive Compensation

The proposal to approve an advisory resolution relating to the approval of compensation paid to the Company’s named executive officers was approved based upon the following votes:

24,365,876 10,020,949 215,308 
Proposal 4—Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

    The votes for one year, two years or three years with respect to the advisory vote related to the frequency of advisory votes on executive compensation of the Company’s named executive officers was as follows:
1 Year2 Years3 YearsAbstain
34,052,187 3,209331,887214,850


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.
By:/s/ Mark E. Jones
Mark E. Jones
Chairman and Chief Executive Officer
Date: May 3, 2021