UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 18, 2024, ContextLogic Inc. (the “Company”) held its 2024 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 May 9, 2024. The following is a brief description of each matter voted upon and the final voting results for each matter.
Proposal 1. The two (2) Class II directors proposed by the Company were elected to serve until the Company’s 2027 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 |
Marshall Heinberg |
5,180,217 |
1,259,942 |
6,843,532 |
Michael Farlekas |
6,294,697 |
145,462 |
6,843,532 |
Proposal 2. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
13,073,677 |
140,454 |
69,560 |
- |
Proposal 3. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2023. The voting results were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
4,125,594 |
2,203,427 |
111,138 |
6,843,532 |
Proposal 4. Stockholders approved, on an advisory basis, the adoption of the Tax Benefits Preservation Plan. The voting results were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
6,173,621 |
178,050 |
88,488 |
6,843,532 |
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.
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ContextLogic Inc. |
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Date: |
June 21, 2024 |
By: |
/s/ Rishi Bajaj |
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Chief Executive Officer |