Open Lending Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$LPRO
Finance: Consumer Services
Finance
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): May 21, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
1501 S. MoPac Expressway
Suite 450
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 512 -892-0400
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 21, 2025, Open Lending Corporation (the “Company”) held its Annual Meeting of Stockholders to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2025. The final voting results are set forth below.
Proposal 1 - Election of the Two Class II Director Nominees
The stockholders elected each of the two persons named below to serve as Class II members of the Company’s board of directors, to serve until the Company’s 2028 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. The results of such vote were as follows:
| Name | For | Withhold | Broker Non-Vote | ||||||||
| Adam H. Clammer | 50,186,980 | 36,210,690 | 15,088,042 | ||||||||
| Blair J. Greenberg | 50,933,219 | 35,464,451 | 15,088,042 | ||||||||
Proposal 2 - Ratification of Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of such vote were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 90,984,922 | 9,288,553 | 1,212,237 | 0 | ||||||||
Proposal 3 - Nonbinding Advisory Vote on the Compensation of our Named Executive Officers
The stockholders voted “for” the approval of the compensation of our named executive officers. The results of such vote were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 70,945,102 | 14,322,472 | 1,130,096 | 15,088,042 | ||||||||
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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.
| OPEN LENDING CORPORATION | ||||||||
| By: | /s/ Jessica Buss | |||||||
| Name: | Jessica Buss | |||||||
| Title: | Chief Executive Officer | |||||||
Date: May 22, 2025
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