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 25, 2022
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(888 ) 862-8818
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 | ||||||||||||
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 25, 2022, The Honest Company, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “2022 Annual Meeting”). At the 2022 Annual Meeting, the Company's stockholders voted on two proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2022 (the “Proxy Statement”). A brief description of each matter voted upon and the certified results, including the number of votes cast for or against each proposal, the number of votes withheld with respect to each proposal (if applicable), the number of abstentions with respect to each proposal (if applicable) and the number of broker non-votes (if applicable), with respect to each proposal follows below.
1.Election of Class I Directors. Each of the three nominees for Class I director was elected to serve as a Class I director until the Company's 2025 annual meeting of stockholders and his or her successor is duly elected and qualified, or until his or her respective earlier death, resignation, retirement or removal. The voting results are as follows:
| Director Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Julia M. Brown | 54,877,531 | 240,509 | 17,523,023 | ||||||||
| John R. (Jack) Hartung | 54,802,085 | 315,955 | 17,523,023 | ||||||||
| Eric Liaw | 47,456,804 | 7,661,236 | 17,523,023 | ||||||||
2.Ratification of the Appointment of the Independent Registered Public Accounting Firm. The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2022. The voting results were as follows:
| For | Against | Abstain | ||||||
| 72,194,552 | 299,328 | 147,183 | ||||||
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 thereunto duly authorized.
| The Honest Company, Inc. | |||||||||||
| Date: | May 27, 2022 | By: | /s/ Kelly J. Kennedy | ||||||||
Name: Kelly J. Kennedy | |||||||||||
Title: Executive Vice President, Chief Financial Officer | |||||||||||