UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 12, 2024
VERTEX, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 001-39413 | | 23-2081753 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
2301 Renaissance Blvd.
King of Prussia, Pennsylvania 19406
(Address of principal executive offices) (Zip Code)
(800) 355-3500
(Registrant’s telephone number, include area code)
N/A
(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 of 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 |
| Class A Common Stock, $0.001 par value per share | | VERX | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 12, 2024, Vertex, Inc. held its Annual Meeting of Stockholders.
The following nominees were elected as directors, each to hold office until the 2027 Annual Meeting of Stockholders, or the earlier to occur of his or her death, disqualification, resignation, or removal or the appointment of his or her successor, by the vote set forth below:
| Nominee | | For | | | Withheld | | | Broker Non-Votes | |
| Amanda Westphal Radcliffe | | | 898,732,615.000 | | | | 23,603,773.000 | | | | 3,462,689.000 | |
| Stefanie Westphal Thompson | | | 903,500,953.000 | | | | 18,835,435.000 | | | | 3,462,689.000 | |
| Bradley Gayton | | | 903,736,484.000 | | | | 18,599,904.000 | | | | 3,462,689.000 | |
The appointment of Crowe LLP as our independent auditor for the fiscal year ending December 31, 2024 was ratified by the vote set forth below:
| For | | | Against | | | Abstain | | | Broker Non-Vote | |
| | 925,756,481.000 | | | | 30,264.000 | | | | 12,332.000 | | | | 0 | |
Advisory vote to approve our Named Executive Officer compensation was approved by the vote set forth below:
| For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 921,551,093.000 | | | | 776,872.000 | | | | 8,423.000 | | | | 3,462,689.000 | |
Advisory vote to approve the preferred frequency of future advisory votes on the compensation of our Named Executive Officers was approved for every three years by the vote set forth below:
| Every Year | | | Every Two Years | | | Every Three Years | | | Abstain | | | Broker Non-Votes | |
| | 40,359,330.000 | | | | 711,989.000 | | | | 881,147,498.000 | | | | 117,571.000 | | | | 3,462,689.000 | |
SIGNATURES
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.
| | VERTEX, INC. |
| | | |
| Date: June 18, 2024 | By: | /s/ Bryan Rowland |
| | Name: | Bryan Rowland |
| | Title: | General Counsel and Secretary |
