BuzzFeed Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$BZFD
Telecommunications Equipment
Consumer Discretionary
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 3, 2025
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Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2025, BuzzFeed, Inc. (the “Company”) held the 2025 Annual Meeting. The following is a brief description of each proposal voted upon at the 2025 Annual Meeting, and the final voting results for each proposal. For more information about these proposals, refer to the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 14, 2025 in connection with the 2025 Annual Meeting.
Proposal 1: Election of Directors
Angela Acharia and Jonah Peretti were re-elected to the Company’s board of directors as Class I directors, to each serve a three-year term expiring at the 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified. The results of the election were as follows:
| Name of Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Angela Acharia | 72,591,415 | 4,198,484 | 15,197,644 | |||||||||||||||||
| Jonah Peretti | 73,564,038 | 3,225,861 | 15,197,644 | |||||||||||||||||
Proposal 2: Increase Shares Reserved Under the 2021 Equity Incentive Plan and Extend the Plan’s Term
The stockholders approved an amendment to the Company’s 2021 Equity Incentive Compensation Plan (the “Plan”) to increase the number of shares of Class A common stock that may be issued under the Plan by 5,000,000, and to extend the term of the Plan so that it expires 10 years from the date the amendment becomes effective.
The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 72,398,111 | 4,384,241 | 7,547 | 15,197,644 | |||||||||||||||||
Proposal 3: Appointment of the Company’s Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:
| For | Against | Abstain | ||||||||||||
| 91,833,829 | 97,253 | 56,461 | ||||||||||||
Item 8.01 Other Events.
Prior to June 3, 2025, the Company had approximately $29.7 million aggregate principal amount of unsecured convertible notes due 2026 (the “Notes”) outstanding, which were issued under that certain indenture dated as of December 3, 2021, by and between 890 5th Avenue Partners, Inc. and Wilmington Savings Fund Society, FSB as trustee (the “Trustee”), as amended and supplemented from time to time (the “Indenture”). On June 3, 2025, the Company redeemed all of the Notes for approximately $30.9 million, consisting of $29.7 million of principal and $1.2 million of accrued interest. The Indenture has been satisfied and discharged in full, except for those provisions that expressly survive as provided in Section 3.01 of the Indenture, including without limitation, Section 7.06 of the Indenture.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | 6/5/2025 | ||||||||||
| BuzzFeed, Inc. | |||||||||||
| By: | /s/ Jonah Peretti | ||||||||||
| Name: Jonah Peretti | |||||||||||
| Title: Chief Executive Officer | |||||||||||