UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Office) (Zip Code)
Registrant’s telephone number, including area code:
Not Applicable
(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:
| 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 (17 CFR 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 |
Name of Each 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As disclosed under Item 5.07 of this Current Report on Form 8-K, at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of OppFi Inc., a Delaware corporation (the “Company”), held on July 20, 2022, the stockholders of the Company approved the amendment to the OppFi Inc. 2021 Equity Incentive Plan (the “Plan”), which, among other things, provides that the annual increase in the maximum number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), available for issuance thereunder is calculated based on the total shares of Class A Common Stock and the Company’s Class V common stock, par value $0.0001, outstanding (the “Plan Amendment”).
The Plan Amendment is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on June 9, 2022, under the heading “Proposal 3: Approval of an Amendment to the OppFi Inc. 2021 Equity Incentive Plan,” and such description is incorporated by reference herein.
The foregoing descriptions of the Plan and Plan Amendment are only a summary and are qualified in their entirety by reference to the full text of the Plan, as amended by the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 20, 2022, the Company held its Annual Meeting. Of the 109,659,170 shares of common stock outstanding and entitled to vote, 101,124,830 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
Proposal 1: All of the nominees for the Company’s Board of Directors were elected to serve until the Company’s 2025 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below:
| Name |
For | Abstained | Broker Non-Vote |
|||||||||
| Christina Favilla |
97,388,485 | 152,692 | 3,583,652 | |||||||||
| Jocelyn Moore |
97,392,691 | 148,486 | 3,583,652 | |||||||||
| Theodore Schwartz |
97,396,031 | 145,146 | 3,583,652 | |||||||||
Proposal 2: The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year was ratified by the Company’s stockholders, by the votes set forth in the table below:
| For |
Against |
Abstained |
Broker | |||
| 100,992,987 | 84,423 | 47,419 | 0 |
Proposal 3: The Company’s stockholders approved the amendment to the OppFi Inc. 2021 Equity Incentive Plan by the votes set forth in the table below:
| For |
Against |
Abstained |
Broker | |||
| 97,162,836 | 348,005 | 30,336 | 3,583,652 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Index
| Exhibit Number |
Description of Exhibit | |
| 10.1 | OppFi Inc. 2021 Equity Incentive Plan, as amended (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 9, 2022). | |
| 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.
| OPPFI INC. | ||||||
| Date: July 26, 2022 | By: | /s/ Pamela D. Johnson | ||||
| Name: | Pamela D. Johnson | |||||
| Title: | Chief Financial Officer | |||||