8-K
0001861795false00018617952023-06-012023-06-01

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 1, 2023

 

Definitive Healthcare Corp.

(Exact name of Registrant as Specified in Its Charter)

Commission File Number 1-40815

 

 

 

Delaware

 

86-3988281

(State
of Incorporation)

 

(IRS Employer
Identification No.)

 

492 Old Connecticut Path, Suite 401

 

 

Framingham, Massachusetts 01701

 

 

(Address of Principal Executive Offices)

 

508 720-4224

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

Name of Each Exchange on Which Registered

Class A Common Stock, $0.001 par value

DH

The NASDAQ Stock Market LLC

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 June 1, 2023, Definitive Healthcare Corp. (NASDAQ:DH) (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on April 3, 2023, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 110,162,665 shares of Class A common stock and 44,218,741 shares of Class B common stock of the Company issued and outstanding. At the Annual Meeting, the stockholders of the Company (i) elected four Class II directors to serve a three-year term expiring at the annual meeting in 2026, or until their successors have been duly elected and qualified; (ii) approved, on a non-binding, advisory basis, a frequency of future non-binding advisory votes on the compensation of our named executive officers of one year; and (iii) ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2023.

The final results are as follows:

Proposal #1:

 

For

 

 

Withhold

 

 

Broker Non-Votes

 

Election of Chris Egan

 

 

141,973,375

 

 

 

2,930,251

 

 

 

2,063,617

 

Election of Samuel A. Hamood

 

 

142,001,523

 

 

 

2,902,103

 

 

 

2,063,617

 

Election of Jill Larsen

 

 

130,600,677

 

 

 

14,302,949

 

 

 

2,063,617

 

Election of Sastry Chilukuri

 

 

143,372,138

 

 

 

1,531,488

 

 

 

2,063,617

 

 

Proposal #2:

 

1 Year

 

 

2 Years

 

 

3 Years

 

 

Abstain

 

 

Broker Non-Votes

 

Frequency of Future Advisory Vote on Named Executive Officer Compensation

 

 

144,374,698

 

 

 

305,719

 

 

 

218,960

 

 

 

4,249

 

 

 

2,063,617

 

 

Proposal #3:

 

For

 

 

Against

 

 

Abstain

 

Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2023

 

 

144,466,280

 

 

 

2,468,804

 

 

 

32,159

 

 

Based on the results of the advisory vote on the frequency of advisory votes on the compensation of the Company’s named executive officers, the Company’s Board of Directors has determined that the Company will hold future advisory votes on the compensation of its named executive officers every year until the next required vote on the frequency of advisory votes on the compensation of its named executive officers.

 

 


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.

 

DEFINITIVE HEALTHCARE CORP.

 

 

 

By:

/s/ Richard Booth

 

Name:

Richard Booth

 

Title:

Chief Financial Officer

 

 

 

 

Date: June 5, 2023