UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 23, 2022
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BigBear.ai Holdings, Inc.
(Exact name of Registrant as Specified in Charter)
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| | | | | | | | |
| Delaware | 001-40031 | 85-4164597 |
| (State or Other Jurisdiction of | (Commission | (IRS Employer |
| Incorporation or Organization) | File Number) | Identification Number) |
| | |
6811 Benjamin Franklin Drive, Suite 200 |
| Columbia, MD 21046 |
| (Address of principal executive offices, including Zip Code) |
| (410) 312-0885 |
| (Registrant's telephone number, including area code) |
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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 (see General Instruction A.2. below):
| | | | | |
| ☐ | 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: |
| | Trading | | Name of each exchange |
| Title of each class | | Symbols | | on which registered |
| Common stock, $0.0001 par value | | BBAI | | New York Stock Exchange |
| Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share | | BBAI.WS | | New York Stock Exchange |
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 x
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 21, 2022, BigBear.ai Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on June 3, 2022, the record date of the Annual Meeting, there were 127,113,451 shares of common stock issued and outstanding. Holders of 113,394,424 shares of common stock were present at the Annual Meeting, either in person or by proxy, which constituted quorum for purposes of conducting business at the Annual Meeting.
Set forth below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting.
Proposal No. 1: Election of Directors
The Company’s shareholders elected the following nominees for director to serve as Class I directors for a three-year term expiring in 2025 or until their successors shall have been elected and qualified.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Sean Battle | | 113,361,514 | | | 32,910 | | | — | |
| Paul Fulchino | | 113,363,871 | | | 30,553 | | | — | |
| Dorothy D. Hayes | | 113,379,165 | | | 15,259 | | | — | |
| Raanan I. Horowitz | | 113,380,404 | | | 14,020 | | | — | |
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 113,386,256 | | 7,049 | | 1,119 | | — |
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.
| | | | | |
| By: | /s/ Julie Peffer |
| Name: | Julie Peffer |
| Title: | Chief Financial Officer |
