0001874944false12/3100018749442023-05-232023-05-23

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 23, 2023
___________________________________
Vacasa, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware
(State or other jurisdiction of
incorporation)
001-41130

(Commission File Number)
87-1995316

(I.R.S. Employer Identification No.)
850 NW 13th Avenue
Portland, OR 97209
(Address of principal executive offices) (Zip Code)
(503) 946-3650
(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:
☐
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 each exchange on which registered
Class A Common Stock, par value $0.00001 per share
VCSAThe 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As noted below under Item 5.07, at the 2023 Annual Meeting of Stockholders of Vacasa, Inc. (the “Company”), held on May 23, 2023 (the “Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the Vacasa, Inc. 2021 Incentive Award Plan (the “Plan”) and an amendment and restatement of the Vacasa, Inc. 2021 Nonqualified Employee Stock Purchase Plan (the “ESPP”), each of which were adopted by the Board of Directors of the Company (the “Board”) on April 10, 2023, subject to the approval by the Company’s stockholders.
The amendment and restatement of the Plan, among other things, (i) increases the number of shares of Class A Common Stock authorized for issuance by 10 million shares, (ii) modifies the automatic annual share increase provision by removing the limit equal to 5% of the shares of Class A Common Stock outstanding on the last day of the immediately preceding fiscal year and extending the evergreen through 2033, and (iii) provides that all shares subject to stock appreciation rights (“SARs”) under the TurnKey Vacations, Inc. 2014 Equity Incentive Plan and the Vacasa, Inc. 2016 Equity Compensation Incentive Plan that are not issued in connection with the stock settlement of SARs on exercise thereof will be available for future grants under the 2021 Plan.

The amendment and restatement of the ESPP, among other things, amends the automatic annual share increase by removing the limit equal to 2% of the shares of Class A Common Stock outstanding on the last day of the immediately preceding fiscal year and extending the evergreen through 2033.

A more detailed description of the material terms of the Plan and ESPP was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 24, 2023 (“Proxy Statement”). The foregoing and the summaries in the Proxy Statement are not complete summaries of the terms of the Plan and ESPP, and are qualified by reference to the text of the Plan and ESPP, copies of which are included as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 23, 2023, at the Annual Meeting, as further described in Item 5.07 below, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (“Certificate”) to: (i) expand the maximum size of the Board from 10 directors to 11 directors, (ii) revise the process for filling Board vacancies and newly created directorships, (iii) revise references to the Stockholders Agreement (as defined in the Certificate), (iv) allow for exculpation of officers, and (v) to allow for the Board, in its discretion, to effect a reverse stock split of the Company’s outstanding common stock (each an “Amendment” and collectively, the “Amendments”).

As noted in the Proxy Statement, all Amendments were combined into one Certificate of Amendment to the Certificate, except for the Amendment related to the reverse stock split for which the Board has discretion to implement at any time before May 23, 2024. The remaining Amendments became effective upon filing of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 23, 2023. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 23, 2023, the Company held its Annual Meeting. Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.

Proposal 1: Election of Directors



The Company’s stockholders elected Joerg Adams, Rachel Gonzalez, Jeffrey Parks, Chris Terrill and Kimberly White as Class II directors to serve until the Annual Meeting of Stockholders to be held in 2026. The results of the vote were as follows:

Director Name
Votes For
Votes Withheld
Broker Non-Votes
Joerg Adams
312,830,146
9,625,176
37,905,075
Rachel Gonzalez
316,471,467
5,983,855
37,905,075
Jeffrey Parks
307,935,181
14,520,141
37,905,075
Chris Terrill
317,686,424
4,768,898
37,905,075
Kimberly White
319,784,041
2,671,281
37,905,075

Proposal 2: Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the vote were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
359,750,170
516,991
93,236
0

Proposal 3: Approval to Amend Certificate of Incorporation to Expand the Maximum Size of the Board

The Company’s stockholders approved the amendment of the Certificate of Incorporation to expand the maximum size of the Board. The results of the vote were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
354,901,761
5,178,688
279,948
0

Proposal 4: Approval to Amend Certificate of Incorporation to Revise Process for Filling Board Vacancies and Newly Created Directorships

The Company’s stockholders approved the amendment of the Certificate of Incorporation to revise the process for filling Board vacancies and newly created directorships. The results of the vote were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
304,437,030
17,858,028
160,264
37,905,075

Proposal 5: Approval to Amend Certificate of Incorporation to Revise References to the Stockholders Agreement

The Company’s stockholders approved the amendment of the Certificate of Incorporation to revise references to the Stockholders Agreement. The results of the vote were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
312,467,248
9,840,087
147,987
37,905,075

Proposal 6: Approval to Amend Certificate of Incorporation to Allow for Exculpation of Officers



The Company’s stockholders approved the amendment of the Certificate of Incorporation to allow for exculpation of officers. The results of the vote were as follows:

Votes For
Votes Against
Abstentions
Broker Non Votes
309,276,279
12,978,650
200,393
37,905,075

Proposal 7: Approval to Amend and Restate the Vacasa, Inc. 2021 Incentive Award Plan

The Company’s stockholders approved the amendment and restatement of the Plan. The results of the vote were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
296,502,715
25,840,982
111,625
37,905,075

Proposal 8: Approval to Amend and Restate the Vacasa, Inc. 2021 Nonqualified Employee Stock Purchase Plan

The Company’s stockholders approved the amendment and restatement of the ESPP. The results of the vote were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
298,648,377
23,730,496
76,449
37,905,075

Proposal 9: Approval to Amend Certificate of Incorporation to Effect a Reverse Stock Split

The Company’s stockholders approved the amendment of the Certificate of Incorporation to allow the Board, in its discretion, to effect a reverse stock split of the Company’s outstanding common stock. The results of the vote were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
356,605,575
3,642,931
111,891
0

Item 9.01    Financial Statements and Exhibits.

(d): Exhibits:

Exhibit No.
Description
3.1
10.1
10.2
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)






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.

VACASA, INC.
By:
/s/ Robert Greyber
Name:
Robert Greyber
Title:
Chief Executive Officer

Date: May 25, 2023
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
VACASA, INC.
Pursuant to Section 242
of the General Corporation Law of the State of Delaware

Vacasa, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
        1.    The Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended by deleting the text of Section 7.1(a) thereof and inserting the following in lieu thereof:
“Except as otherwise provided by the General Corporation Law or this Certificate of Incorporation, the business and affairs of the Corporation shall be managed by, or under the direction of, the Board. Unless and except to the extent that the by-laws of the Corporation (as such By-laws may be amended from time to time, the “By-laws”) shall so require, the election of the directors of the Corporation (the “Directors”) need not be by written ballot. Except as otherwise provided for or fixed pursuant to the provisions of Section 5.2 of this Certificate of Incorporation relating to the rights of the holders of any series of Preferred Stock to elect additional Directors, the total authorized number of Directors constituting the entire Board shall not be less than five (5) and shall not be more than eleven (11), with the then-authorized number of Directors being fixed from time to time exclusively by the Board within such range (subject to the Stockholders’ Agreement if then in effect).”

        2.    The Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended by deleting the text of Section 7.3 thereof and inserting the following in lieu thereof:
“Subject to the rights of the holders of any one or more series of Preferred Stock then-outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders’ Agreement (or complying with any stockholders’ designation rights under the Stockholders’ Agreement), newly created directorships resulting from any increase in the authorized number of Directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by the affirmative vote of the remaining



Directors then in office, even if less than a quorum of the Board. Any Director so chosen shall hold office until the next election of the class of Directors in which such Director is included and until his or her successor shall be duly elected and qualified or until such Director’s earlier death, disqualification, resignation or removal. No decrease in the number of Directors shall shorten the term of any Director then in office.”

    3.    The Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended by deleting the text of Section 7.5 thereof and inserting the following in lieu thereof:
“Quorum. The requirements for a quorum to be obtained shall be in accordance with the applicable provisions of the DGCL.”

    4.    The Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended by deleting Sections 11.1 and 11.2 of Article 11 thereof and inserting the following in lieu thereof:
“11.1 To the fullest extent permitted under the General Corporation Law, no Director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director or officer, as applicable.

11.2 Any amendment or repeal of this Article 11 shall not adversely affect any right or protection of a Director or officer hereunder in respect of any act or omission occurring prior to the time of such amendment or repeal. If the General Corporation Law is amended to permit further elimination or limitation of the personal liability of directors or officers, then the liability of a Director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.”

    5.    The Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended by deleting the text of Section 17(kkk) thereof and inserting the following in lieu thereof:



“Stockholders Agreement” or “Stockholders’ Agreement” collectively means the Stockholders’ Agreement, dated as of December 6, 2021, by and among the Corporation and the other persons party thereto or that may become parties thereto from time to time, as the same may be amended, restated, supplemented and/or otherwise modified, from time to time, as well as any other subsequent agreements entered into in accordance with Section 2.1(j) of the Stockholders’ Agreement, dated as of December 6, 2021.”

    7.    The foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Signature Page Follows]




    IN WITNESS WHEREOF, Vacasa, Inc. has caused this Certificate of Amendment to be executed by its duly authorized officer on this 23rd day of May, 2023.

VACASA, INC.


By:_/s/ Rebecca Boyden______________
Name: Rebecca Boyden
Title: Chief Legal Officer and Secretary