WISH ContextLogic

Filed: 10 Jun 21, 9:40pm





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2021



ContextLogic Inc.

(Exact name of registrant as specified in its charter)





Delaware 001-39775 27-2930953

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

One Sansome Street 40th Floor

San Francisco, CA 94104

(Address of principal executive offices, including zip code)

(415) 432-7323

(Registrant’s telephone number, including area code)


(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):


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





Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share WISH 

The Nasdaq Stock Market LLC

(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 8, 2021, ContextLogic Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2021. The following is a brief description of each matter voted upon and the final voting results for each matter.

Proposal 1. Each of the eight nominees for director proposed by the Company was elected to serve until the Company’s 2022 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:


Director Name  Votes For  Votes Withheld  Broker Non-Votes

Piotr Szulczewski

  2,082,317,995  4,984,513  23,291,674

Julie Bradley

  2,081,694,887  5,607,621  23,291,674

Ari Emanuel

  2,079,173,122  8,129,386  23,291,674

Joe Lonsdale

  2,081,398,291  5,904,217  23,291,674

Jacqueline Reses

  2,086,292,776  1,009,732  23,291,674

Tanzeen Syed

  2,079,284,367  8,018,141  23,291,674

Stephanie Tilenius

  2,081,164,953  6,137,555  23,291,674

Hans Tung

  2,081,344,458  5,958,050  23,291,674

Proposal 2. Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The voting results were as follows:


Votes For Votes Against Abstentions Broker Non-Votes


 210,731 834,667 

Proposal 3. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:


Votes For Votes Against Abstentions Broker Non-Votes


 8,230,871 96,453 23,291,674

Proposal 4. Stockholders approved, on an advisory basis, a frequency of holding a non-binding advisory vote on the compensation of the Company’s named executive officers of every one year. The voting results were as follows:


1 Year 2 Years 3 Years Abstentions Broker Non-Votes


 49,670 93,544 86,871 


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.

Dated: June 11, 2021


ContextLogic Inc.



/s/ Devang Shah


Devang Shah


General Counsel & Secretary