UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(978 ) 284-2800
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07Submission of Matters to a Vote of Security Holders.
On March 1, 2023, Symbotic Inc. (the “Company”) held its 2023 annual meeting of stockholders via live audio webcast (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 18, 2023.
As of January 3, 2023, the record date for the Annual Meeting, there were 59,359,050 shares of Class A common stock, 78,389,034 shares of Class V-1 common stock and 416,933,025 shares of Class V-3 common stock outstanding and entitled to vote at the Annual Meeting. Holders of shares of Class A common stock and Class V-1 common stock were entitled to one vote per share of Class A common stock or Class V-1 common stock, as the case may be, and holders of shares of Class V-3 common stock were entitled to three votes per share of Class V-3 common stock they beneficially own. All holders of Class A common stock, Class V-1 common stock and Class V-3 common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting. There were 54,018,589 shares of Class A common stock, 74,308,451 shares of Class V-1 common stock and 416,933,025 shares of Class V-3 common stock present or represented by valid proxy at the Annual Meeting, representing 99.32% of the combined voting power of the shares entitled to vote as of the record date, thus establishing a quorum for the Annual Meeting.
The shareholders voted on the following proposals at the Annual Meeting:
1.To elect seven directors, each to serve for a term of one year until the 2024 Annual Meeting of Stockholders, until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal.
2.To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023.
The final number of votes cast for and against and the final number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
1.Election of Directors
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Richard Cohen | 1,372,842,450 | 218,538 | 6,065,127 | ||||||||
| Rollin Ford | 1,372,876,937 | 184,051 | 6,065,127 | ||||||||
| Charles Kane | 1,372,887,851 | 173,137 | 6,065,127 | ||||||||
| Todd Krasnow | 1,372,893,883 | 167,105 | 6,065,127 | ||||||||
| Vikas Parekh | 1,372,894,188 | 166,800 | 6,065,127 | ||||||||
| Daniela Rus | 1,372,913,992 | 146,996 | 6,065,127 | ||||||||
| Merline Saintil | 1,372,625,740 | 435,248 | 6,065,127 | ||||||||
Each of the seven nominees for director was elected to serve for a term of one year until the 2024 Annual Meeting of Stockholders, until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal.
2.Ratification of Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstentions | ||||||
| 1,379,109,367 | 3,023 | 13,725 | ||||||
There were no broker non-votes with respect to this proposal.
The stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 2, 2023
| Symbotic Inc. | ||||||||
| By: | /s/ Thomas Ernst | |||||||
| Name: | Thomas Ernst | |||||||
| Title: | Chief Financial Officer and Treasurer | |||||||
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