Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 15, 2023, Olo Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting, virtually or by proxy, were stockholders who held 145,714,261 shares of common stock of the Company, representing approximately 91.19% 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 Annual Meeting, and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following four proposals at the Annual Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 25, 2023.
1.To elect three Class II directors: Lee Kirkpatrick, Daniel Meyer, and Colin Neville, each to hold office until the Company’s annual meeting of stockholders in 2026;
2.To ratify the selection by the audit committee of the Company’s board of directors (the “Board”) of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023;
3.To approve, on a non-binding advisory basis, the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers; and
4.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
1.Election of Directors
| | | | | | | | | | | |
Nominee | For | Withhold | Broker Non-Vote |
Lee Kirkpatrick | 608,953,276 | 2,599,258 | 8,603,442 |
Daniel Meyer | 581,651,798 | 29,900,736 | 8,603,442 |
Colin Neville | 599,057,311 | 12,495,223 | 8,603,442 |
Based on the votes set forth above, each director nominee was duly elected to serve until the Company’s annual meeting of stockholders in 2026.
2. Ratification of Appointment of Independent Registered Public Accounting Firm
| | | | | | | | |
For | Against | Abstain |
619,838,136 | 166,444 | 151,396 |
Based on the votes set forth above, the stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
3. Approval, on a Non-Binding Advisory Basis, the Frequency of Future Non-Binding Advisory Votes on the Compensation of the Company’s Named Executive Officers
| | | | | | | | | | | | | | |
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote |
611,155,620 | 15,669 | 313,033 | 68,212 | 8,603,442 |
Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, that future non-binding advisory votes on the compensation of the Company’s named executive officers should be submitted to stockholders every year.
Consistent with the voting results and the Board’s recommendation, the Company has determined that it will hold future non-binding advisory votes on the compensation of the Company’s named executive officers annually, until the matter is again submitted to the Company’s stockholders for a vote.
4. Approval, on a Non-Binding Advisory Basis, the Compensation of the Company’s Named Executive Officers
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Vote |
596,658,087 | 14,725,686 | 168,761 | 8,603,442 |
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.
No other matters were submitted for stockholder action at the Annual Meeting.