UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
AvidXchange Holdings, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) on June 22, 2023. Holders of the Company’s common stock as of the close of business on April 24, 2023, the record date, were entitled to vote at the Annual Meeting. As of the record date, there were 201,039,253 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 158,239,995 shares of the Company’s common stock, or 78.71% 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 J. Michael McGuire, Asif Ramji, and Sonali Sambhus as Class II directors to serve in such roles until the 2026 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, 2023.
3. Proposal No. 3: The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
4. Proposal No. 4: The approval, on a non-binding advisory basis, of the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers.
The proposals are described further in the Company’s “Proxy Statement for 2023 Annual Meeting of Stockholders” filed on April 28, 2023, 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 II Directors.
The proposal was approved based upon the following votes:
| Nominee |
For | Withheld | Broker Non-Votes |
|||||||||
| J, Michael McGuire |
116,559,999 | 19,357,706 | 22,322,290 | |||||||||
| Asif Ramji |
134,103,233 | 1,814,472 | 22,322,290 | |||||||||
| Sonali Sambhus |
134,082,405 | 1,835,300 | 22,322,290 | |||||||||
Proposal No. 2: 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, 2023.
The proposal was approved based upon the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 158,192,965 | 27,703 | 19,327 | N/A |
Proposal No. 3: The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
The proposal was approved based upon the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 109,088,477 | 26,566,893 | 262,335 | 22,322,290 |
Proposal No. 4: The approval, on a non-binding advisory basis, of the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers.
The following is a breakdown of the voting results:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 133,975,286 | 65,850 | 1,778,932 | 97,637 | 22,322,290 |
In light of the voting results on Proposal No. 4, the Company has decided to include the advisory stockholder vote on the compensation of the Company’s named executive officers in its proxy materials on an annual basis until the next required advisory vote on the frequency of the advisory stockholder vote on compensation paid to the Company’s named executive officers.
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.
| Date: June 27, 2023 | AVIDXCHANGE HOLDINGS, INC. | |||||
| By: | /s/ Ryan Stahl | |||||
| Ryan Stahl | ||||||
| General Counsel, Senior Vice President, and Secretary | ||||||