UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the 2023 annual meeting of stockholders of Dave Inc. (the “Company”) held on June 9, 2023 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:
Proposal 1: The election of two directors to serve as Class II directors for terms of three years expiring at the 2026 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal.
Proposal 2: The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Proposal 3. The approval of a repricing of certain stock options issued under the Dave Inc. 2017 Stock Plan that are held by eligible service providers of the Company.
For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2023 (the “Proxy Statement”). Of the 11,916,613 shares of the Company’s common stock entitled to vote at the Annual Meeting, 9,418,010 shares, or approximately 79.0% were represented at the meeting in person or by proxy, constituting a quorum. Each share of Class V Common Stock is entitled to 10 votes per share, while each share of Class A Common Stock is entitled to one vote per share. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Company’s stockholders elected the following directors to serve as Class II directors until the 2026 annual meeting of stockholders. The votes regarding the election of the directors were as follows:
| Director |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Andrea Mitchell |
15,946,001 | 198,601 | 6,900,146 | |||
| Dan Preston |
15,877,593 | 267,009 | 6,900,146 |
Proposal 2: Ratification of Deloitte & Touche LLP.
The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding this proposal were as follows:
| Votes For |
Votes Against |
Votes Abstaining | ||
| 22,891,772 | 151,600 | 1,376 |
Proposal 3: Approval of a Repricing of Certain Stock Options Granted Under the Dave Inc. 2017 Stock Plan.
The Company’s stockholders approved the repricing of certain stock options issued under the Dave Inc. 2017 Stock Plan that are held by eligible service providers of the Company. The votes regarding this proposal were as follows:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 15,752,042 | 390,766 | 1,794 | 6,900,146 |
SIGNATURE
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.
| Date: June 15, 2023 | Dave Inc. | |||||
| By: | /s/ Kyle Beilman | |||||
| Name: | Kyle Beilman | |||||
| Title: | Chief Financial Officer | |||||