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 20, 2024 |
Soho House & Co Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Delaware | 001-40605 | 86-3664553 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
180 Strand | |
London, United Kingdom | | WC2R 1EA |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: +44 (0) 207 8512300 |
(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, par value $0.01 per share | | SHCO | | 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).
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 20, 2024, Soho House & Co Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at 11:00 a.m. Eastern Time (4:00 p.m. British Summer Time) virtually via live webcast. Two items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.
Proposal One: Election of Three Class I Directors and Four Class III Directors
Each of Alice Delahunt, Dasha Zhukova and Nicole Avant was elected to serve as a Class I director to hold office until the Company’s 2025 annual meeting of stockholders. Each of Joe Hage, Eric Deardorff, Her Excellency Sheikha Al Mayassa Bint Hamad Al-Thani and Andrew Sasson was elected to serve as a Class III director to hold office until the Company’s 2027 annual meeting of stockholders. Votes were cast as follows:
| | | | | | |
|
| For |
| Abstained/Withheld |
| Broker Non-Votes |
Class I Nominees | | | | | | |
Alice Delahunt | | 1,421,033,278 | | 5,764,782 | | 6,571,199 |
Dasha Zhukova | | 1,426,692,007 | | 106,053 | | 6,571,199 |
Nicole Avant | | 1,421,034,063 | | 5,763,997 | | 6,571,199 |
| | | | | | |
Class III Nominees |
| | | | | |
Joe Hage |
| 1,421,594,834 | | 5,203,226 | | 6,571,199 |
Eric Deardorff |
| 1,426,748,494 | | 49,566 | | 6,571,199 |
Her Excellency Sheikha Al Mayassa Bint Hamad Al-Thani |
| 1,422,636,600 | | 4,161,460 | | 6,571,199 |
Andrew Sasson | | 1,426,716,859 | | 81,201 | | 6,571,199 |
| | | | | | |
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of BDO LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2024 by the following vote:
| | | | | | |
For |
| Against |
| Abstain |
| Broker Non-Votes |
1,433,315,607 | | 38,586 | | 15,066 | | - |
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 thereunto duly authorized.
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| | | Soho House & Co Inc. |
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Date: | June 25, 2024 | By: | /s/ Ben Nwaeke |
| | | Ben Nwaeke, Chief Legal Officer |
