false000157921400015792142023-05-172023-05-17

 

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): May 17, 2023

 

 

Emerald Holding, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38076

42-1775077

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

100 Broadway, 14th Floor

 

New York, New York

 

10005

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (949) 226-5700

 

 

(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
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

EEX

 

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 ☐

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.

On May 17, 2023, Emerald Holding, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present in person or by proxy.

At the Annual Meeting, stockholders considered and voted on the following proposals, each of which is described in more detail in the Company’s proxy statement dated April 6, 2023, (the “Proxy Statement”): (1) the election of two Class III directors for terms expiring at the 2026 annual meeting of stockholders and two Preferred Stock directors for terms expiring at the 2024 annual meeting of stockholders; (2) the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year; (3) the non-binding advisory vote to approve the compensation of our named executive officers; (4) the non-binding advisory vote to approve the frequency of future advisory votes on executive compensation; and (5) the approval of the Second Amendment and Restatement of the 2017 Omnibus Equity Plan.

 

Proposal One: Election of Class III Directors

 

Nominees

 

For

 

 

Withheld

 

 

Broker Non-Votes

 

Michael Alicea

 

 

122,118,977

 

 

 

1,408,895

 

 

 

3,959,865

 

Emmanuelle Skala

 

 

120,331,503

 

 

 

3,196,369

 

 

 

3,959,865

 

 

Election of Preferred Stock Directors

 

Nominees

 

For

 

 

Withheld

 

 

Broker Non-Votes

 

Lynda Clarizio

 

 

71,065,106

 

 

 

1,158

 

 

 

65,380

 

David Levin

 

 

71,065,646

 

 

 

618

 

 

 

65,380

 

 

Proposal Two: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the current fiscal year

 

For

 

 

127,450,073

 

Against

 

 

37,664

 

Abstain

 

 

—

 

Broker Non-Votes

 

 

—

 

 

Proposal Three: Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers

 

For

 

 

122,939,879

 

Against

 

 

578,667

 

Abstain

 

 

9,326

 

Broker Non-Votes

 

 

3,959,865

 

 

Proposal Four: Non-Binding Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation

Three Years

 

 

118,917,230

 

Two Years

 

 

45,090

 

One Year

 

 

4,558,638

 

Abstain

 

 

6,913

 

Broker Non-Votes

 

 

3,959,865

 

 

Proposal Five: Approval of the Second Amendment and Restatement of the 2017 Omnibus Equity Plan

 

For

 

 

120,484,700

 

Against

 

 

2,939,539

 

Abstain

 

 

103,632

 

Broker Non-Votes

 

 

3,959,865

 

 

 

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.

 

 

 

EMERALD HOLDING, INC.

 

 

 

 

Date:

May 19, 2023

By:

/s/ Stacey Sayetta

 

 

 

Stacey Sayetta
General Counsel and Corporate Secretary