Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers.
This Amendment No. 1 to WeWork Inc.’s (the “Company”) Current Report on Form 8-K filed on May 24, 2023 (the “Original Form 8-K”) supplements Item 5.02 of the
Original Form 8-K to provide the information required to be disclosed pursuant to Item 5.02(c)(3). No other changes have been made to the Original Form 8-K.
As disclosed in the Original Form 8-K, the Company’s Board of Directors (the “Board”) appointed Kurt Wehner, the Company’s Chief Accounting Officer, as Chief
Financial Officer and Treasurer effective June 1, 2023. On June 12, 2023, in connection with his appointment as Chief Financial Officer, the Compensation Committee of the Board approved a compensation package for Mr. Wehner comprised of (A) an annual
base salary of $500,000, effective June 12, 2023, and (B) an annual target cash bonus amount of $375,000.
Item. 5.07 Submission of Matters to a Vote of Security Holders
On June 12, 2023, WeWork Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). Present at the Meeting in person or by proxy were
holders of 582,819,396 shares of Class A common stock and holders of 19,896,032 shares of Class C common stock of the Company, together representing 82.39% of the voting power of the shares of common stock of the Company as of the close of business
on April 21, 2023, the record date for the Meeting, and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following items at the Meeting:
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1
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To elect seven directors to serve until the 2024 annual meeting of stockholders and until their successors are elected.
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2
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To approve, on a non-binding advisory basis, the 2022 compensation of the Company’s named executive officers.
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3
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To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2023.
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4
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To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to effect a reverse
stock split of the Company’s issued and outstanding Class A Common Stock and Class C Common Stock, in each case at a ratio in the range of 1-for-10 and 1-for-40, with such ratio to be determined at the discretion of the board of directors of
the Company.
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1. Election of Directors
Nominee
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For
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Against
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Abstain
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Broker
Non-Vote
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David Tolley
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456,513,369
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1,618,696
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110,087,228
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34,496,135
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Alex Clavel
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449,133,851
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8,995,009
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110,090,433
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34,496,135
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Daniel Hurwitz
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440,386,080
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17,670,697
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110,162,516
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34,496,135
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Véronique Laury
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428,494,841
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29,646,215
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110,078,237
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34,496,135
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Deven Parekh
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445,224,987
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12,945,914
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110,048,392
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34,496,135
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Vikas Parekh
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448,850,505
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9,357,913
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110,010,875
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34,496,135
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Vivek Ranadivé
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438,254,434
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19,976,621
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109,988,238
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34,496,135
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Based on the votes set forth above, each director nominee was duly elected to serve until the 2024 annual meeting of stockholders and until his or her
successor is duly elected and qualified.
2. Advisory Vote on the Compensation of the Company’s Named Executive Officers
For
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Against
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Abstain
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Broker Non-Votes
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452,469,589
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5,810,263
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109,939,441
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34,496,135
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Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for
2022.
3. Ratification of Appointment of Independent Registered Public Accounting Firm
For
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Against
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Abstain
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501,756,392
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3,005,336
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97,953,700
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There were no broker non-votes on this proposal.
Based on the votes set forth above, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public
accounting firm for the fiscal year ending on December 31, 2023.
4. Amendment to the Charter to effect a
reverse stock split of the Company’s issued and outstanding Class A Common Stock and Class C Common Stock, in each case at a ratio in the range of 1-for-10 and 1-for-40, with such ratio to be determined at the discretion of the board of directors
of the Company.
For
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Against
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Abstain
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597,887,564
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4,695,281
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132,583
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There were no broker non-votes on this proposal.
Based on the votes set forth above, the stockholders approved an amendment to the Charter to effect a reverse stock split of the Company’s issued and outstanding Class A Common Stock and Class C Common Stock, in each case at a ratio in the range of 1-for-10 and 1-for-40, with such ratio to be determined at
the discretion of the board of directors of the Company.