8-K
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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 3, 2024

 

 

DAVE INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40161   86-1481509

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1265 South Cochran Avenue

Los Angeles, CA 90019

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (844) 857-3283

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:

 

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

Common Stock, par value of $0.0001 per share   DAVE   The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock for $368.00 per share   DAVEW   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

At the 2024 annual meeting of stockholders of Dave Inc. (the “Company”) held on June 3, 2024 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:

Proposal 1: The election of three directors to serve as Class III directors for terms of three years expiring at the 2027 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, 2024.

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 April 22, 2024 (the “Proxy Statement”). Of the 12,383,368 shares of the Company’s common stock entitled to vote at the Annual Meeting, 10,109,417 shares, or approximately 81.6% 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 III directors until the 2027 annual meeting of stockholders. The votes regarding the election of the directors were as follows:

 

Director

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Jason Wilk

  16,886,287   155,994   6,693,874

Brendan Carroll

  16,647,996   394,285   6,693,874

Imran Khan

  17,020,391   21,890   6,693,874

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, 2024. The votes regarding this proposal were as follows:

 

Votes For

 

Votes Against

 

Votes Abstaining

23,178,646   539,054   18,455

 


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 4, 2024   Dave Inc.
    By:  

/s/ Kyle Beilman

    Name:   Kyle Beilman
    Title:   Chief Financial Officer