8-K

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): October 4, 2022

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:

☐	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 $0.0001	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 ☐

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.

On October 4, 2022 (the “Effective Date”), the Board of Directors (the “Board”) of Porch Group, Inc. (the “Company”) approved the appointment of Amanda Reierson and Camilla Velasquez, effective immediately, to fill vacancies on the Board and to join committees of the Board as noted herein.

Ms. Reierson has been designated as Class I director, and Ms. Velasquez has been designated as Class II director.  The terms for each director will expire at the Company’s annual meeting of stockholders in 2024, at which time the designation of all directors of the Company shall be declassified and voted upon by shareholders for a one-year appointment. Ms. Reierson was appointed to the Mergers and Acquisitions Committee of the Board, and Ms. Velasquez was appointed to the Compensation Committee of the Board. The Board has determined that Mses. Reierson and Velasquez each satisfy the independence criteria set forth in the Nasdaq rules and is, therefore, “independent” for purposes of serving on the Board. Further, the Board has determined that Ms. Velasquez satisfies the additional independence requirements of Nasdaq and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for service on the Compensation Committee.

In connection with their appointments, Mses. Reierson and Velasquez will be compensated for their service on the Board in the same manner as the Company’s other non-employee directors, including an annual cash retainer and an annual grant of restricted stock units. For a description of the Company’s non-employee director compensation program, see “Director Compensation” in the Company’s 2022 annual meeting proxy statement, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2022. The Company also will enter into its standard form of indemnification agreement with each of Mses. Reierson and Velasquez, a copy of which was previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2020 and is incorporated herein by reference.

There are no arrangements or understandings between Ms. Reierson or Ms. Velasquez and any other persons pursuant to which she, respectively, was selected as a director of the Company, and there are no transactions between Ms. Reierson or Ms. Velasquez, on the one hand, and the Company, on the other hand, that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release dated October 4, 2022 announcing the foregoing director appointments (including new director biographical information) is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits:

Exhibit Number	Description
99.1	Press Release, dated October 4, 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.

PORCH GROUP, INC.
By:	/s/ Matthew Cullen
	Name:	Matthew Cullen
	Title:	General Counsel

Date: October 4, 2022

EX-99.1

Exhibit 99.1

Porch Group Appoints Amanda Reierson and Camilla Velasquez to Board of Directors as Independent Directors

Appointees Bring Strong Marketing, Direct-to-Consumer and Product Growth Leadership to Porch Group

SEATTLE – October 4, 2022 (GLOBAL NEWSWIRE) – Porch Group, Inc. (“Porch Group” or “the Company”) (NASDAQ: PRCH), a leading vertical software company reinventing the home services and insurance industries, today announced that Amanda Reierson and Camilla Velasquez have been appointed to its Board of Directors (“Board”), effective immediately. With the appointment of these two accomplished women, Porch Group’s Board will comprise eight directors, fifty percent of whom are members of diverse communities.

“We are very pleased to have Amanda and Camilla join our Board," said Matt Ehrlichman, CEO, Chairman and Founder of Porch Group. “The addition of these directors complements our board of directors' skills and experiences, in particular across home services, insurance and direct-to-consumer e-commerce, and we are confident they will provide valuable perspectives as we continue to execute our strategy, drive towards profitability and enhance value for all Porch Group stakeholders."

“Porch Group’s evolution and maturation towards a sustainable growth engine are bolstered with the addition of these talented innovators,” added Rachel Lam, independent director at Porch Group since 2021 and chair of the Nominating and Corporate Governance Committee that oversaw the recruiting and onboarding efforts. “After a thorough and fruitful search focused on independence and diversity as well as world-class skills and experiences, I couldn’t be more excited about the positive impact Amanda and Camilla will have on our Board and Porch Group as a whole.”

Reierson and Velasquez will serve on the Mergers and Acquisitions Committee and the Compensation Committee, respectively. The former will serve as a Class I director, and the latter will serve as a Class II director. Complete information about current Board committee composition and committee chair roles appears on the Company’s Investor Relations website, www.porchgroup.com.

About Amanda Reierson

Amanda Reierson is a marketing veteran with over two decades of experience in the space, including significant management experience in the home services and property and casualty insurance sectors. Reierson most recently served as Head of Marketing at Sequoia-backed Thumbtack, the modern home management platform that helps homeowners confidently care for their homes. At Thumbtack, Reierson oversaw all branding and creative efforts, growth marketing, CRM and product marketing. Prior, Reierson was Chief Growth Officer for Farmers Insurance, where she was instrumental in the company’s digital transformation, leading media strategy, digital sales, and the marketing technology roadmap. Reierson has held additional B2C and B2B marketing positions throughout her career, including strategic roles at Yahoo!, DIRECTV, and The Los Angeles Times. She received her B.A. in Political Science from the University of California, Los Angeles.

About Camilla Velasquez

Camilla Velasquez is an accomplished senior product and growth leader who currently serves as the SVP and General Manager of New York Times Cooking. Prior, Velasquez worked as SVP of Product and Strategy at Justworks, the fastest growing HR technology company, which provides entrepreneurs, small businesses and non-profits with the SaaS tools and employee benefits needed to grow, in addition to monetizing consumer transactions. Throughout her career, Velasquez also held roles including Director of Payment Products and Multichannel Sales at Etsy and Director of New Product Development at American Express. In addition to her corporate experience, Velasquez sits on the board of ioby, a group that mobilizes neighbors who have good ideas to become powerful citizen leaders who plan, fund, and make positive change in their neighborhoods, and serves as the Board Chair for Young New Yorkers, an arts-based, youth diversion program focused on criminal justice reform. She holds a B.A. in Economics and in Spanish from Cornell University.

About Porch Group

Seattle-based Porch Group, the vertical software platform for the home, provides software and services to more than 28,500 home services companies, such as home inspectors, moving companies, real estate agencies, utility companies, and warranty companies. Through these relationships and its multiple brands, Porch Group provides a moving concierge service to homebuyers, helping them save time and make better decisions on critical services, including insurance, moving, security, TV/internet, home repair and improvement, and more. To learn more about Porch Group, visit porchgroup.com or porch.com.

Porch Group Contacts

Investor Relations:

Emily Lear, Head of Investor Relations

Porch Group

(701) 214-8177

Emilylear@porch.com

Press:

Anna Rutter

Gateway Group, Inc.

(949) 386-6332

PRCH@gatewayir.com

XML

Document and Entity Information	Oct. 04, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 04, 2022
Entity File Number	001-39142
Entity Registrant Name	PORCH GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-2587663
Entity Address, Address Line One	411 1st Avenue S.
Entity Address, Adress 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
Entity Central Index Key	0001784535
Amendment Flag	false