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 12, 2025
THRYV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35895 | 13-2740040 |
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification No.) |
| 2200 West Airfield Drive | ||
| P.O. Box 619810 | ||
| DFW Airport, Texas 75231 |
(Address of Principal Executive Offices, including Zip Code)
(972) 453-7000
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if 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 (17CFR 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, $0.01 par value | THRY | 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 ☐
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. |
At the annual meeting of stockholders held on June 12, 2025, the stockholders elected two Class II directors to the Board of Directors (the “Board”) of Thryv Holdings, Inc. (the “Company”) and voted upon the other proposals contained in the Company’s Proxy Statement dated April 30, 2025.
The Board nominees were elected with the following votes, each to serve a three-year term expiring at the 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified:
| Nominees | FOR | WITHHELD | BROKER NON-VOTES |
| Ryan O’Hara | 27,433,710 | 6,788,631 | 4,000,325 |
| Lou Orfanos | 33,106,606 | 1,115,735 | 4,000,325 |
The stockholders also voted on the following proposals and cast their votes as described below:
| 1. | Ratification of appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. |
| FOR | AGAINST | ABSTAIN |
| 38,175,171 | 35,543 | 11,952 |
| 2. | Advisory vote to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 33,705,054 | 510,341 | 6,946 | 4,000,325 |
| 3. | Vote to approve an amendment to our fourth amended and restated certificate of incorporation to adjust voting requirements for certain future amendments. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 34,152,242 | 68,482 | 1,617 | 4,000,325 |
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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.
| Date: June 17, 2025 | ||
| THRYV HOLDINGS, INC. | ||
| By: | /s/ Paul D. Rouse | |
| Name: | Paul D. Rouse | |
| Title: | Chief Financial Officer, Executive Vice President and Treasurer | |
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