0001826018false00018260182022-06-152022-06-15
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
June 15, 2022
Date of Report (date of earliest event reported)
________________________________________
Rover Group, Inc.
(Exact name of registrant as specified in its charter)
________________________________________
| | | | | | | | |
Delaware | 001-39774 | 85-3147201 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | | | | | | |
720 Olive Way, 19th Floor, Seattle, WA | 98101 |
(Address of Principal Executive Offices) | (Zip Code) |
(888) 453-7889
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. 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(s) | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 per share | ROVR | The Nasdaq Stock Market 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 ☒
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 15, 2022, Rover Group, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 156,550,244 shares of the Company’s Class A common stock (“Class A Common Stock”) were virtually present or represented by proxy, representing 86.08% of the voting power of the 181,849,660 shares of Class A Common Stock issued and outstanding on April 18, 2022, the record date for the Annual Meeting. These shares were voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2022.
Election of Class I Directors
The stockholders elected the two individuals listed below as Class I directors to the Company’s Board of Directors, each to serve until the 2025 annual meeting of stockholders or until their successor is duly elected and qualified or until their earlier resignation, removal or death. The voting results were as follows:
| | | | | | | | | | | | | | | | | |
| Director | Vote Results | % Votes For | For | Withheld | Broker Non-Votes |
| Aaron Easterly | Re-elected | 98.44% | 141,165,665 | 2,239,875 | 13,144,704 |
| Venky Ganesan | Re-elected | 98.41% | 141,119,686 | 2,285,854 | 13,144,704 |
Ratification of Appointment of Independent Auditor for Fiscal Year 2022
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows:
| | | | | | | | | | | | | | | | | |
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
| Approved | 99.93% | 156,444,253 | 65,680 | 40,311 | — |
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.
| | | | | | | | |
| ROVER GROUP, INC. |
| | |
Date: June 17, 2022 | By: | /s/ Tracy Knox |
| | Tracy Knox |
| | Chief Financial Officer |