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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 14, 2023

CLEAR SECURE, INC.

(Exact name of Registrant as specified in its charter)

Delaware   001-40568   86-2643981

(State of

Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

85 10th Avenue, 9th Floor, New York, NY 10011
(Address of Principal Executive Offices) (Zip Code)

(646) 723-1404

(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

Class A common stock, par value $0.00001 per share   YOU   The New York Stock Exchange

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 Securityholders.

On June 14, 2023, Clear Secure, Inc. (the “Company”) held its annual meeting of stockholders. In accordance with the Company’s Second Amended and Restated Certificate of Incorporation, holders of Class A common stock, $0.00001 par value per share (“Class A Common Stock”) and Class C common stock, $0.00001 par value per share (“Class C Common Stock”) have one vote per share, and holders of Class B common stock, $0.00001 par value per share (“Class B Common Stock”) and Class D common stock, $0.00001 par value per share (“Class D Common Stock,” and, collectively with the Class A Common Stock, Class B Common Stock and Class C Common Stock, the “Common Stock”) have twenty votes per share. The proposals are described in the Company’s proxy statement for the 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 27, 2023. The final results for the votes regarding each proposal are set forth below.

1.The Company’s holders of Common Stock, voting together as a single class, elected eight directors listed below to the Board of Directors. The votes regarding this proposal were as follows:
  For Withheld Broker Non-Votes
Caryn Seidman-Becker 628,130,686 935,358 11,133,895
Kenneth Cornick 626,894,304 2,171,740 11,133,895
Michael Z. Barkin 628,650,078 415,966 11,133,895
Jeffery H. Boyd 610,086,692 18,979,352 11,133,895
Tomago Collins 628,596,376 469,668 11,133,895
Shawn Henry 628,856,600 209,444 11,133,895
Kathryn Hollister 628,704,340 361,704 11,133,895
Adam J. Wiener 628,594,607 471,437 11,133,895
2.The Company’s holders of Common Stock, voting together as a single class, ratified the appointment of the Company’s independent registered public accounting firm for the 2023 fiscal year. The votes regarding this proposal were as follows:
For Against Abstain Broker Non-Votes
640,067,923 70,023 61,993 0
3.The Company’s holders of Common Stock, voting together as a single class, approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
For Against Abstain Broker Non-Votes
624,085,994 4,928,232 51,818 11,133,895
4.The Company’s holders of Common Stock, voting together as a single class, voted on an advisory (non-binding) basis, on the frequency of future advisory votes on named executive officer compensation. The votes regarding this proposal were as follows:
Three Years Two Years One Year Abstain Broker Non-Votes
129,340 16,759 628,897,027 22,918 11,133,895

 

  

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.         

 

      CLEAR SECURE, INC.  
             
             
Date: June 15, 2023   By: /s/ Matthew Levine  
        Name: Matthew Levine  
        Title: General Counsel, Chief Privacy Officer and Secretary