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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (date of earliest event reported): December 2,
2022
(Exact name of Registrant, as specified in its
charter)
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Delaware |
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001-39754 |
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84-1956909 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
101 Mission Street, Suite 740
San Francisco, California 94105
(Address of principal executive offices) (Zip code)
650-419-3827
(Registrant's telephone number, including area code)
Not Applicable
(Former name or 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.
below):
☐ 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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock, par value $0.0001 per share |
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DOMA |
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The New York Stock Exchange |
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Warrants to purchase common stock |
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DOMA.WS |
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The New York Stock Exchange |
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 2.05. Costs Associated with Exit or Disposal
Activities.
On December 6, 2022, Doma Holdings, Inc. (the “Company”) committed
to implementing a strategic initiative and corresponding reduction
in workforce (the "Reduction Plan"), designed to reduce costs,
improve Local branch-level profitability, and focus resources on
its instant underwriting capabilities.
The Reduction Plan is intended to generate estimated annualized
compensation expense savings of between $85 million - $90 million
and additional long-term facility related expense savings,
beginning in the first quarter of 2023. The Reduction Plan includes
the elimination of approximately 515 positions across the Company,
or approximately 40%
of the
Company’s current workforce.
As part of the Reduction Plan, the Company expects to incur between
approximately $9 million - $10 million in employment related
charges, including cash expenditures for employee benefits, salary
continuation, severance payments, payroll taxes and related costs
offset by forfeitures of bonus and stock-based compensation. In the
fourth quarter of 2022 and first quarter of 2023, the Company
expects to incur restructuring charges related to decisions to exit
or cease use of certain leased facilities to align with the
Company’s anticipated operating needs. The Company cannot
reasonably estimate these facility restructuring charges at this
time. Similar to prior reductions in force, these charges will be
outside of adjusted EBITDA.
The Company expects the execution of the Reduction Plan, including
cash payments, will be substantially complete in the first quarter
of 2023.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 2, 2022, the Company’s Chief Executive Officer, Maxwell
Simkoff, voluntarily agreed to forego and cancel a previous award
of 701,010 performance restricted stock units for the performance
period beginning January 1, 2021 through December 31, 2023 granted
to him under the Company’s Omnibus Incentive Plan on October 5,
2021, all of which are unvested.
Forward-Looking Statements Legend
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target" or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. The
absence of these words does not mean that a statement is not
forward-looking. Such statements are based on the beliefs of, as
well as assumptions made by information currently available to Doma
management.
These forward-looking statements include, but are not limited to,
statements regarding the estimated range and timing of the charges
and cash outlays resulting from the Reduction Plan and the
potential benefits described herein. These statements are based on
various assumptions, whether or not identified in this Current
Report, and on the current expectation of Doma’s management and are
not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict, will differ from assumptions
and are beyond the control of Doma.
These forward-looking statements are subject to a number of risks
and uncertainties, including changes in business, market,
financial, political and legal conditions; risks relating to the
uncertainty of the projected financial information with respect to
Doma; future global, regional or local economic, political, market
and social conditions, including duet the development, effects and
enforcement of laws and regulations, including with respect to the
title insurance industry; Doma’s ability to manage its future
growth or to develop or acquire enhancements to its platform; the
effects of competition on Doma’s future business; the outcome of
any potential litigation, government and regulatory proceedings,
investigations and inquiries; and those other factors described in
Part I, Item 1A - “Risk Factors” of our Annual Report on Form 10-K
for the year ended December 31, 2021 and any subsequent reports
filed by Doma from time to time with the U.S. Securities and
Exchange Commission (the “SEC”).
If any of these risks materialize or Doma’s assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that Doma does not presently know or that Doma
currently believes are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Doma’s
expectations, plans or forecasts of future events and views as of
the date of this Current Report. Doma anticipates that subsequent
events and developments will cause Doma’s assessments to change.
However, while Doma may elect to update these forward-looking
statements at some point in the future, Doma specifically disclaims
any obligation to do so, except as required by law. These
forward-looking statements should not be
relied upon as representing Doma’s assessment as of any date
subsequent to the date of this Current Report. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
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 hereunto duly
authorized.
Date: December 6, 2022
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By: |
/s/ Eric Watson |
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Name: |
Eric Watson |
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Title: |
General Counsel & Secretary |
Capitol Investment Corp V (NYSE:CAP)
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