Washington, D.C. 20549


Date of report (Date of earliest event reported): June 3, 2021

SmileDirectClub, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware   001-39037   83-4505317
(State or Other Jurisdiction
of Incorporation)
File Number)
  (IRS Employer
Identification No.)
414 Union Street
Nashville, Tennessee
(Address of Principal Executive Offices)   (Zip Code)
(800) 848-7566
(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)).
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. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class   Trading symbol   Name on each exchange on which registered
Class A common stock, par value $.0001 per share   SDC   The NASDAQ Stock Market LLC

Item 5.07.  Submission to Matters to a Vote of Security Holders.
At the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of SmileDirectClub, Inc. (the “Company”) held on June 3, 2021, the stockholders of the Company voted on two proposals as described below.

1.The Company’s stockholders elected three Class II directors, who comprise all of the directors of such class, each to serve until the 2024 Annual Meeting of Stockholders or until his successor has been duly elected and qualified, subject to earlier resignation or removal. Each nominee for director was elected by a vote of the stockholders as follows:

Director Nominee Votes For Votes Withheld Broker Non-Votes
Alexander Fenkell 2,569,079,899 13,288,168 35,144,261
Dr. William H. Frist 2,566,793,764 15,574,303 35,144,261
Richard F. Wallman 2,569,580,666 12,787,401 35,144,261

2.The Company’s 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, by a vote of the stockholders as follows:

Votes For Votes Against Abstentions
2,611,876,664 168,035 5,467,629

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 hereunto duly authorized.
  By: /s/ Kyle Wailes
  Name: Kyle Wailes
  Title: Chief Financial Officer
Date: June 8, 2021

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