Form 8-K - Current report

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, 2024

PORCH GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39142

83-2587663

(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 12, 2024. Present at the Annual Meeting virtually or represented by proxy were holders of 74,748,767 shares of common stock of the Company, representing 76% of the Company's voting power as of the close of business on the April 15, 2024 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 24, 2024.

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 2025 Annual Meeting of Stockholders and until their successor is duly elected and qualified, subject to their earlier resignation, removal, or termination of service, with votes as follows:


NOMINEE	FOR	WITHHOLD	BROKER NON-VOTES
Matthew Ehrlichman	52,691,704	967,907	21,089,156
Sean Kell	52,478,035	1,181,576	21,089,156
Rachel Lam	52,720,869	938,742	21,089,156
Alan Pickerill	52,804,367	855,244	21,089,156
Amanda Reierson	52,878,393	781,218	21,089,156
Maurice Tulloch	52,878,157	781,454	21,089,156
Camilla Velasquez	52,877,610	782,001	21,089,156
Regi Vengalil	52,722,857	936,754	21,089,156

2.The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified by the Company’s stockholders, with votes as follows:


FOR	AGAINST	ABSTAIN
73,105,806	175,369	1,467,592

3.The compensation of the Company’s named executive officers was approved by the Company’s stockholders, on an advisory (non-binding) basis, with votes as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
50,482,959	3,144,661	31,991	21,089,156

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 14, 2024

Document and Entity Information	Jun. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 12, 2024
Entity Registrant Name	PORCH GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39142
Entity Tax Identification Number	83-2587663
Entity Address, Address Line One	411 1st Avenue S.
Entity Address, Address Line Two	Suite 501
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98104
City Area Code	855
Local Phone Number	767-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001
Trading Symbol	PRCH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001784535