rddt-20250609
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, 2025
_________________________________________
Reddit, Inc.
(Exact name of registrant as specified in its charter)
_________________________________________
| Delaware | 001-41983 | 45-2546501 | ||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
303 2nd Street, South Tower, 5th Floor
San Francisco, California 94107
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (415) 494-8016
_________________________________________
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 | Name of each exchange on which registered | ||||||||||||
Class A common stock, $0.0001 par value per share | RDDT | The 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 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.
On June 9, 2025, Reddit, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The Company’s stockholders voted on four proposals at the Annual Meeting, each of which is described below as well as more fully in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”). Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on April 14, 2025 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A common stock and Class B common stock voted as a single class on all matters at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
1.To elect Steven Huffman, Sarah Farrell, Patricia Fili-Krushel, Porter Gale, David Habiger, Steven O. Newhouse, Robert A. Sauerberg, and Michael Seibel to serve until the Company’s 2026 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.
1.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
2.To approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers as disclosed in the Proxy Statement.
3.To approve, on a non-binding advisory basis, whether future advisory votes on the compensation paid by the Company to its named executive officers should be held every one, two, or three years.
The final voting results for each of these proposals are as follows:
| Proposal 1: Election of Directors. | |||||||||||
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Steven Huffman | 581,602,190 | 16,066,028 | 24,560,388 | ||||||||
| Sarah Farrell | 597,271,983 | 396,235 | 24,560,388 | ||||||||
| Patricia Fili-Krushel | 592,173,912 | 5,494,306 | 24,560,388 | ||||||||
| Porter Gale | 592,717,278 | 4,950,940 | 24,560,388 | ||||||||
| David Habiger | 587,754,383 | 9,913,835 | 24,560,388 | ||||||||
| Steven O. Newhouse | 536,778,186 | 60,890,032 | 24,560,388 | ||||||||
| Robert A. Sauerberg | 538,676,097 | 58,992,121 | 24,560,388 | ||||||||
| Michael Seibel | 577,054,846 | 20,613,372 | 24,560,388 | ||||||||
Each of the eight nominees for director was elected to serve until the Company’s 2026 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 621,571,300 | 437,563 | 219,743 | 0 | ||||||||
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 595,173,870 | 2,368,616 | 125,732 | 24,560,388 | ||||||||
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers.
| 1 Year | 2 Year | 3 Years | Broker Non-Votes | ||||||||
| 597,013,216 | 92,175 | 484,648 | 24,560,388 | ||||||||
The Company’s stockholders advised that they were in favor of one year as the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. In accordance with the voting results for this proposal, the Company’s board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers every one year. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation of named executive officers.
Item 9.01 Financial Statements and Exhibits.
(d)The following exhibits are being filed herewith:
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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REDDIT, INC. | ||||||||
Date: June 10, 2025 | By: | /s/ Steven Huffman | ||||||
Steven Huffman | ||||||||
President and Chief Executive Officer | ||||||||