Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 12, 2021, the Board of Directors ("Board") of Thryv Holdings, Inc. (the
"Company") approved and authorized certain amendments to the Thryv Holdings,
Inc. 2020 Equity Incentive Award Plan (the "Plan"), subject to stockholder
approval, to (i) increase the number of shares of the Company's common stock
available for delivery under the Plan by 2,981,490 shares, (ii) allow for
broker-assisted cashless exercise as a method of exercise of the outstanding
options under the Plan granted to employees, and (iii) adopt an automatic annual
increase in the share reserve of up to 5% of the Company's outstanding shares
(or such lesser amount as determined by the Board) (the "Amendments").
Subsequently, on May 18, 2021, the Amendments were approved by written consent
of the Company's stockholders representing approximately 55.3% of the voting
power of the Company as of such date.
The Company intends to file with the U.S. Securities and Exchange Commission,
and distribute to all stockholders entitled to receive notice thereof, a related
information statement on Schedule 14C (the "Information Statement"), as required
by the Securities Exchange Act of 1934. The Amendments will become effective on
the trading day following the date that is 20 days after the Information
Statement is first mailed or otherwise delivered to our stockholders entitled to
receive notice thereof.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth under Item 5.02 above is incorporated by reference
into this Item 5.07.
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