8-K
false 0001858257 0001858257 2022-06-09 2022-06-09

 

 

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 9, 2022

 

 

AvidXchange Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40898   86-3391192
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

1210 AvidXchange Lane

Charlotte, NC 28206

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 560-9305

 

 

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

Common stock, $0.001 par value per share   AVDX   The Nasdaq Global Select Market

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.

AvidXchange Holdings, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) on June 9, 2022. Holders of the Company’s common stock as of the close of business on April 14, 2022, the record date, were entitled to vote at the Annual Meeting. As of the record date, there were 197,641,423 shares of the Company’s common stock outstanding. Each share of common stock was entitled to one vote on each proposal. A quorum, representing holders of 155,971,749 shares of the Company’s common stock, or 78.91% of the outstanding shares of the Company’s common stock as of the record date, was present in person or represented by proxy at the Annual Meeting.

Set forth below is a brief description of each matter submitted to a vote of the Company’s stockholders:

1. Proposal No. 1: The election of James “Jim” Hausman, Lance Drummond and Wendy Murdock as Class I directors to serve in such roles until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified.

2. Proposal No. 2: The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022.

The proposals are described further in the Company’s “Proxy Statement for 2022 Annual Meeting of Stockholders” filed on April 28, 2022, with the United States Securities and Exchange Commission.

The Company’s inspector of elections certified the following vote tabulations.

Proposal No. 1: Election of Class I Directors.

The proposal was approved based upon the following votes:

 

Nominee

   For      Withheld      Broker Non-Votes  

James “Jim” Hausman

     122,474,768        15,314,012        18,182,969  

Lance Drummond

     137,732,055        56,725        18,182,969  

Wendy Murdock

     127,820,118        9,968,662        18,182,969  

Proposal No. 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm.

The proposal was approved based upon the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

155,593,731

  5,766   372,252   N/A


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      AVIDXCHANGE HOLDINGS, INC.
Date: June 10, 2022      
    By:  

/s/ Ryan Stahl

      Ryan Stahl
      General Counsel, Senior Vice President, and Secretary