Item 1.01 Entry into a Material Definitive Agreement

On June 3, 2022, Genuine Mid Holdings LLC ("Holdings"), a subsidiary of HireRight Holdings Corporation (the "Company") and Genuine Financial Holdings LLC (the "Borrower"), a subsidiary of Holdings, entered into a First Amendment to First Lien Credit Agreement (the "First Amendment") with the lenders party thereto and Bank of America, N.A. as administrative agent. The First Amendment amends the Borrower's First Lien Credit Agreement, dated as of July 12, 2018, by and among the Borrower, Holdings, the lending institutions from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent and a letter of credit issuer (as amended through the First Amendment, the "Credit Agreement").

Under the First Amendment, (i) the aggregate commitments under the Borrower's revolving credit facility under the Credit Agreement (the "Revolving Credit Facility") were increased from $100.0 million to $145.0 million, (ii) the maturity date of the Revolving Credit Facility was extended from July 12, 2023 to June 3, 2027 or, if earlier, 91 days prior to the maturity of the Borrower's term loans under the Credit Agreement, as may be extended or refinanced and (iii) the interest rate benchmark applicable to the Revolving Credit Facility was converted from LIBOR to term SOFR. The Borrower's existing term loans under the Credit Agreement remained in effect. Upon the effectiveness of the First Amendment, the Borrower did not have any outstanding principal balance on the Revolving Credit Facility and the Company had approximately $143.5 million available for additional borrowing after giving effect to approximately $1.5 million of outstanding letters of credit.

The First Amendment did not modify the financial covenants, negative covenants, mandatory prepayment events or security provisions or arrangements under the Credit Agreement.

The above description of the terms of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as an exhibit to this 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2022 annual meeting of stockholders of HireRight Holdings Corporation (the "Company") was held on June 2, 2022. Results of the voting at the annual meeting of stockholders are set forth below.

Election of Directors. The stockholders elected the following three directors in Class I of the Company's classified board to hold office for a three-year term expiring at the 2025 annual meeting of stockholders or until their successors are duly elected and qualified. The voting results were as follows:



Director           Votes For       Votes Withheld        Broker Non-Votes
Guy Abramo         68,380,384         9,166,183              578,440
Josh Feldman       67,828,055         9,718,512              578,440
Lisa Troe          70,729,467         6,817,100              578,440

Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results were as follows:



 Votes For        Votes Against        Votes Abstain        Broker Non-Votes
 78,115,267           9,485                 255                    0

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

Item 9.01 Financial Statements and Exhibits



(d) Exhibits.

     10.1           First Amendment to First Lien Credit Agreement dated as of June 3, 2022, by and
                  between Genuine Financial Holdings LLC, Genuine Mid Holdings LLC, the Extending
                  Revolving Credit Lenders party thereto, the Letter of Credit Issuers party
                  thereto, and Bank of America, N.A. in its capacity as Administrative Agent.
        104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

© Edgar Online, source Glimpses