Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 8, 2021, National Vision Holdings, Inc. ("National Vision" or the
"Company") held its 2021 annual meeting of stockholders (the "Annual Meeting").
As discussed under Item 5.07 of this Current Report on Form 8-K, the
stockholders of the Company approved amendments to the Company's Second Amended
and Restated Certificate of Incorporation (the "Charter") to (1) eliminate the
classified structure of the Board of Directors of the Company (the "Board"), and
(2) eliminate supermajority voting requirements and other obsolete provisions
set forth therein (collectively, the "Charter Amendments"). The full text of the
Amendments were set forth in the Company's definitive proxy statement on
Schedule 14A filed on April 30, 2021 with the Securities and Exchange Commission
(the "2021 Proxy Statement").
In connection with the foregoing, and as described in the 2021 Proxy Statement,
the Board also approved corresponding amendments (the "Bylaw Amendments") to the
Company's Second Amended and Restated Bylaws (the "Bylaws").
The Board approved the amendment and restatement of the Charter and the Bylaws
to give effect to the Charter Amendments and the Bylaw Amendments. The full text
of the amended and restated Charter and Bylaws are attached as Exhibits 3.1 and
3.2, respectively, to this Current Report on Form 8-K and are incorporated
herein by this reference. The Charter Amendments became effective upon the
Company's filing of a Certificate of Amendment to the Charter with the Delaware
Secretary of State on June 8, 2021 and the amended and restated Bylaws were
effective thereafter. The amended and restated Charter became effective upon the
filing thereof with the Secretary of State of the State of Delaware.
Item 5.07 Submission of Matters to a Vote of Security Holders
The matters submitted to stockholders at the Annual Meeting and the voting
results are as follows:
Proposal 1: Election of Directors
Stockholders elected three Class I director nominees to hold office for terms
expiring at the 2024 annual meeting of stockholders and until his or her
successor is duly elected and qualified.
Nominee                           For        Withheld     Broker Non-Votes
L. Reade Fahs                  77,563,072     289,396         837,467
Susan Somersille Johnson       76,057,789    1,794,679        837,467
Naomi Kelman                   77,562,023     290,445         837,467

Proposal 2: Amendment to Eliminate the Classified Structure of the Board of Directors

Stockholders approved the management proposal to amend the Company's certificate of incorporation to eliminate the classified structure of the Board of Directors of the Company.


        For         Against    Abstained    Broker Non-Votes
     77,838,501      3,515      10,452          837,467

Proposal 3: Amendment to Eliminate Supermajority Voting Standards and Other Obsolete Provisions

Stockholders approved the management proposal to amend the Company's certificate of incorporation to eliminate the supermajority voting standards and other obsolete provisions.


        For         Against    Abstained    Broker Non-Votes
     77,838,344      3,535      10,589          837,467






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Proposal 4: Advisory Vote on Executive Compensation

Stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers.


        For         Against    Abstained    Broker Non-Votes
     75,824,785    1,900,176    127,507         837,467

Proposal 5: Ratification of the Appointment of the Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2021.

For Against Abstained Broker Non-Votes


     78,447,227     227,999     14,709             0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. See the Exhibit Index immediately preceding the signature page hereto, which is incorporated herein by reference.

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