Current Report Filing (8-k)

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 8, 2021

ContextLogic Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39775

27-2930953

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Sansome Street 40th Floor

San Francisco, CA 94104

(Address of principal executive offices, including zip code)

(415) 432-7323

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2):

☐	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 $0.0001 per share

WISH

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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 8, 2021, ContextLogic Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2021. The following is a brief description of each matter voted upon and the final voting results for each matter.

Proposal 1. Each of the eight nominees for director proposed by the Company was elected to serve until the Company’s 2022 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:


Director Name	Votes For	Votes Withheld	Broker Non-Votes
Piotr Szulczewski	2,082,317,995	4,984,513	23,291,674
Julie Bradley	2,081,694,887	5,607,621	23,291,674
Ari Emanuel	2,079,173,122	8,129,386	23,291,674
Joe Lonsdale	2,081,398,291	5,904,217	23,291,674
Jacqueline Reses	2,086,292,776	1,009,732	23,291,674
Tanzeen Syed	2,079,284,367	8,018,141	23,291,674
Stephanie Tilenius	2,081,164,953	6,137,555	23,291,674
Hans Tung	2,081,344,458	5,958,050	23,291,674

Proposal 2. Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
2,109,548,784	210,731	834,667	—

Proposal 3. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
2,078,975,184	8,230,871	96,453	23,291,674

Proposal 4. Stockholders approved, on an advisory basis, a frequency of holding a non-binding advisory vote on the compensation of the Company’s named executive officers of every one year. The voting results were as follows:


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
2,087,072,423	49,670	93,544	86,871	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 11, 2021