BigBear.ai Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$BBAI
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 2, 2025
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(Exact name of Registrant as Specified in its Charter)
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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:
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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 x
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 June 2, 2025, BigBear.ai Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on April 28, 2025, there were 291,188,805 shares of common stock issued and outstanding. Holders of 133,264,537 shares of common stock were present at the Annual Meeting, either in person or by proxy, which constituted quorum for purposes of conducting business at the Annual Meeting.
Set forth below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting.
Proposal No. 1: Election of Directors
The Company’s shareholders elected the following nominees for director to serve as Class I directors for a three-year term expiring in 2028 or until their successors shall have been elected and qualified.
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Sean Battle | 23,650,985 | 8,562,706 | 101,050,846 | |||||||||||||||||
| Paul Fulchino | 23,876,842 | 8,336,849 | 101,050,846 | |||||||||||||||||
| Dorothy D. Hayes | 30,048,678 | 2,165,013 | 101,050,846 | |||||||||||||||||
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 130,198,079 | 2,291,805 | 774,653 | — | |||||||||||||||||
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SIGNATURE
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.
| Dated: | June 2, 2025 | |||||||
| BIGBEAR.AI HOLDINGS, INC. | |||||
By: | /s/ Sean Ricker | ||||
Name: | Sean Ricker | ||||
Title: | Chief Accounting Officer | ||||
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