0001701114 false 0001701114 2022-06-13 2022-06-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 13, 2022

 

 

 

Blue Apron Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-38134   81-4777373

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

28 Liberty Street
New York, New York
  10005
(Address of Principal Executive Offices)   (Zip Code)

 

(347719-4312

(Registrant’s telephone number, including area code)

 

N/A

(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 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   Name of Exchange on Which Registered
Class A Common Stock, $0.0001 par value per share   APRN   New York Stock Exchange LLC

 

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 x

 

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.

 

The Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") on June 13, 2022, where the proposals listed below were submitted to a vote of the Company’s stockholders. The proposals are described further in the Company’s definitive proxy statement for the Annual Meeting. At the Annual Meeting:

 

1. The stockholders voted to elect each of the two Class II director nominees, Jennifer Carr-Smith and Brenda Freeman, to hold office until the Company’s 2023 annual meeting of stockholders.

 

2. The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022.

 

3(a). The stockholders voted and did not approve an amendment to the Company's Restated Certificate of Incorporation, as amended (the "Restated Certificate"), to remove the supermajority voting requirement to amend the Company's Amended and Restated By-laws (the "By-laws").

 

3(b). The stockholders voted and did not approve an amendment to the Restated Certificate, to remove the supermajority voting requirements to amend certain provisions of the Restated Certificate.

 

3(c). The stockholders voted and did not approve an amendment to the Restated Certificate, to remove the supermajority voting requirement to remove directors.

 

4. The stockholders voted and did not approve an amendment to the Restated Certificate, to allow holders who own at least twenty-five percent (25%) in voting power of our outstanding shares of stock to request that a special meeting of stockholders be called.

 

Holders of the Company’s Class A common stock are entitled to one vote per share and holders of the Company’s Class B common stock are entitled to ten votes per share. Holders of Class A common stock and Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting.

 

The Company’s inspector of elections certified the following vote tabulations:

 

Proposal One: Election of Class II Directors.

 

Nominee   For   Withheld   Broker Non-Votes  
Jennifer Carr-Smith   17,530,445.909415   97,188.900277   8,722,633  
Brenda Freeman   16,411,597.826617   799,902.983075   8,722,633  

 

Proposal Two: Ratification of the Appointment of Our Independent Registered Public Accounting Firm.

 

For   Against   Abstain   Broker Non-Votes  
23,298,285.335359   78,123.661043   2,973,858.813290   -  

  

Proposal Three A: Approval of an amendment to eliminate the supermajority voting requirement to amend the By-laws.

 

For   Against   Abstain   Broker Non-Votes  
17,498,174.971123   102,779.025279   27,140.813290   8,722,633  

 

Proposal Three B: Approval of an amendment to the Restated Certificate to remove the supermajority voting requirements to amend certain provisions of the Restated Certificate.

 

For   Against   Abstain   Broker Non-Votes  
17,496,606.543358   104,046.815220   27,441.451114   8,722,633  

 

 

 

  

Proposal Three C: Approval of an amendment to the Restated Certificate to remove the supermajority voting requirement to remove directors.

 

For   Against   Abstain   Broker Non-Votes  
17,537,501.204617   64,808.016337   25,785.588738   8,722,633  

 

Proposal Four: Approval of an amendment to the Restated Certificate to allow holders who own at least twenty-five percent (25%) in voting power of our outstanding shares of stock to request that a special meeting of stockholders be called.

 

For   Against   Abstain   Broker Non-Votes  
17,517,206.6252840   84,306.371118   26,581.81329   8,722,633  

 

 

 

 

 

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.

  

  BLUE APRON HOLDINGS, INC.
     
Date: June 14, 2022 By: /s/ Meredith L. Deutsch
    Meredith L. Deutsch
    General Counsel and Corporate Secretary