prch-20250611
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 11, 2025
PORCH GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39142 | 84-2587663 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
411 1st Avenue S., Suite 501 | |||||
Seattle, Washington | 98104 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(855) 767-2400
(Registrant’s telephone number, including area code)
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | 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, par value $0.0001 | PRCH | 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 o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
Porch Group, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 11, 2025. Present at the Annual Meeting virtually or represented by proxy were holders of 90,535,742 shares of common stock of the Company, representing 88.5% of the Company's voting power as of the close of business on the April 14, 2025 record date.
The voting results for the proposals considered and voted upon at the Annual Meeting are set forth below, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2025.
1.Each of the following persons was duly elected by the Company’s stockholders to serve as a director on the Board of Directors until the Company’s 2026 Annual Meeting of Stockholders and until their successor is duly elected and qualified, subject to their earlier resignation, removal, or termination of service, with 98.3% to 99.2% of the votes cast in favor each person as follows:
| NOMINEE | FOR | WITHHOLD | BROKER NON-VOTES | ||||||||
| Matthew Ehrlichman | 73,999,103 | 952,378 | 15,584,261 | ||||||||
| Sean Kell | 73,656,491 | 1,294,990 | 15,584,261 | ||||||||
| Rachel Lam | 74,342,780 | 608,701 | 15,584,261 | ||||||||
| Alan Pickerill | 74,318,180 | 633,301 | 15,584,261 | ||||||||
| Amanda Reierson | 74,352,705 | 598,776 | 15,584,261 | ||||||||
| Maurice Tulloch | 74,211,758 | 739,723 | 15,584,261 | ||||||||
| Camilla Velasquez | 74,230,952 | 720,529 | 15,584,261 | ||||||||
| Regi Vengalil | 74,366,127 | 585,354 | 15,584,261 | ||||||||
2.The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified by the Company’s stockholders, with 99.9% of the votes cast in favor of the proposal as follows:
FOR | AGAINST | ABSTAIN | ||||||
| 89,545,653 | 37,382 | 952,707 | ||||||
3.The compensation of the Company’s named executive officers was approved by the Company’s stockholders, on an advisory (non-binding) basis, with 80.7% of the votes cast in favor of the proposal as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 60,197,932 | 14,424,797 | 328,752 | 15,584,261 | ||||||||
No other matters were submitted for stockholder action at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| PORCH GROUP, INC. | |||||||||||
| By: | /s/ Matthew Cullen | ||||||||||
| Name: | Matthew Cullen | ||||||||||
| Title: | General Counsel & Secretary | ||||||||||
Date: June 16, 2025