Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Directors and Executive Officers
Information with respect to the Company's directors and executive officers
immediately following the Closing is set forth in the Company's definitive proxy
statement/consent solicitation statement/prospectus filed with the
Directors
Effective as of immediately prior to the Effective Time, in connection with the
Merger, the size of the Board of Directors (the "Board") was increased from five
members to nine members. Effective as of immediately prior to the Effective
Time,
Messrs. Saade and Terrill and
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Independence of Directors
An "independent director" is defined generally as a person other than an officer
or employee of the company or its subsidiaries or any other individual having a
relationship which, in the opinion of the company's board, would interfere with
such director's exercise of independent judgment in carrying out the
responsibilities of a director. The Company's Board has determined that
Mses. Whelan and Sharma and Messrs. Hennessy, Hanauer, Pickerill, Saade,
Terrill, and Vengalil are independent under the rules and regulations of the
Committees of the Board of Directors
Effective as of the Effective Time, the standing committees of the Company's
Board consist of an audit committee (the "Audit Committee"), a compensation
committee (the "Compensation Committee"), a mergers and acquisitions committee
(the "
Effective as of the Effective Time, the Board appointed Messrs. Pickerill and
Saade, and
Executive Officers
Immediately prior to the Effective Time, each of
Certain Relationships and Related Party Transactions
The certain relationships and related party transactions of the Company are described in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section titled "Certain Relationships and Related Party Transactions" beginning on page 230 of the Proxy Statement/Consent Solicitation Statement/Prospectus, which is incorporated herein by reference.
The disclosure set forth under "Directors and Executive Officers-Independence of Directors" and "-Committees of the Board of Directors" above is incorporated herein by reference.
At the special meeting of
A description of the Incentive Plan is included in the Proxy Statement/Consent Solicitation Statement/Prospectus in the section entitled "Proposal No. 12-The Incentive Plan Proposal" beginning on page 192 of the Proxy Statement/Consent Solicitation Statement/Prospectus, which is incorporated herein by reference. The foregoing description of the Incentive Plan is qualified in its entirety by the full text of the Incentive Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws
At the Special Meeting, the Company's stockholders voted and approved, among other things, Proposals No. 2 through No. 8, each of which is described in greater detail in the Proxy Statement/Consent Solicitation Statement/Prospectus and incorporated herein by reference.
The Second Amended and Restated Certificate of Incorporation of the Company (the
"Certificate of Incorporation"), which became effective upon filing with the
Secretary of State of the
Copies of the Certificate of Incorporation and the By-Laws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
The description of the Certificate of Incorporation and the general effect of the Certificate of Incorporation and the Bylaws upon the rights of holders of the Company's capital stock are included in the Proxy Statement/Consent Solicitation Statement/Prospectus under the section entitled "Proposals No. 2 Through No. 8-The Charter Proposals" beginning on page 185 of the Proxy Statement/Consent Solicitation Statement/Prospectus, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 3.1* Second Amended and Restated Certificate of Incorporation of the Company, datedDecember 23, 2020 . 3.2* Amended and Restated By-Laws of the Company, datedDecember 23, 2020 . 10.1#Porch Group, Inc. 2020 Stock Incentive Plan (incorporated by reference to Annex E to the Company's definitive proxy statement/consent solicitation statement/prospectus (File No. 333-249468), filed with theSEC onDecember 3, 2020 ). 104 Cover Page Interactive Data File (formatted as Inline XBRL). * Filed herewith. # Indicates management contract or compensatory plan or arrangement. 3
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