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OFFON

ARC DOCUMENT SOLUTIONS, INC.

(ARC)
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ARC DOCUMENT SOLUTIONS, INC. : Results of Operations and Financial Condition, Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

05/04/2021 | 04:15pm EDT

Item 2.02. Results of Operations and Financial Condition

On May 4, 2021, ARC Document Solutions, Inc. (the "Company") issued a press release reporting its financial results for the first quarter of the fiscal year ending December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2021, the stockholders of the Company approved the ARC Document Solutions, Inc. 2021 Incentive Plan ("2021 Plan"). The 2021 Plan provides for the issuance of up to 9,632,593 shares of the Company's common stock to be issued to the Company's officers, employees, directors and others who provide consulting and advisory services to the Company. A summary of the 2021 Plan is included as part of Proposal 4 in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2021. The summary of the 2021 Plan is qualified in its entirety by the text of the 2021 Plan, which was filed as Appendix A to the Company's Definitive Proxy Statement and is incorporated herein by reference.

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

On April 29, 2021, the Company held its 2021 annual meeting of stockholders. A total of 42,792,219 shares of the Company's common stock were entitled to vote as of March 2, 2021, which was the record date for the annual meeting. There were 32,847,761 shares present in person or by proxy at the annual meeting. Set forth below are the matters voted upon by the Company's stockholders at the 2021 annual meeting and the final voting results of each such proposal.

Proposal 1 - Election of Directors The stockholders elected six directors, each to serve a one-year term until the Company's next annual meeting of stockholders and until their respective successors are elected and qualified. The results of the vote were as follows:

                                      For           Withheld        Broker Non-Votes
Kumarakulasingam Suriyakumar       21,793,423        425,989           10,628,349
Bradford L. Brooks                 21,748,087        471,325           10,628,349
Cheryl Cook                        21,743,995        475,417           10,628,349
Tracey Luttrell                    21,739,593        479,819           10,628,349
Dewitt Kerry McCluggage            21,763,876        455,536           10,628,349
Mark W. Mealy                      21,793,162        426,250           10,628,349


Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's stockholders voted to ratify the appointment of Armanino LLP as the Company's independent auditors for the fiscal year ending December 31, 2021. The results of the vote were as follows:

                              For            Against        Abstain
                           32,447,773        24,375         375,613


Brokers were permitted to cast stockholder non-votes at their discretion on this proposal.

Proposal 3 - Advisory, Non-Binding Vote on Executive Compensation

The Company's stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers for fiscal year 2020, as disclosed in the Company's 2021 proxy statement. The results of the advisory, non-binding vote were as follows:

--------------------------------------------------------------------------------

                     For            Against        Abstain        Broker Non-Votes
                  19,675,061        197,423       2,346,928          10,628,349


Proposal 4 - Approval of ARC Document Solutions, Inc. 2021 Incentive Plan

The Company's stockholders approved a new incentive plan, the ARC Document Solutions, Inc. 2021 Incentive Plan. The results of the vote were as follows:


                     For            Against        Abstain        Broker Non-Votes
                  20,392,893       1,459,915       366,604           10,628,349


Item 9.01. Financial Statements and Exhibits

(d) Exhibits

    99.1      ARC Document Solutions, Inc. Press Release, dated May 4, 2021

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