Form 8-K - Current report

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

June 13, 2024

Date of Report

(Date of earliest event reported)

COUPANG, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40115

27-2810505

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

720 Olive Way, Suite 600

Seattle, Washington 98101

(Address of principal executive offices, including zip code)

(206) 333-3839

(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))

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

CPNG

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13, 2024, Coupang, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024. Present at the Annual Meeting in person or by proxy were holders of 6,062,273,696 shares of common stock of the Company, representing approximately 91% of the voting power of the shares of common stock of the Company as of the close of business on April 19, 2024, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.

The final results for each proposal considered at the Annual Meeting are set forth below.

1.The following nominees were elected as directors, each to hold office until the next Annual Meeting or until their successor is duly elected and qualified, by the vote set forth below:



	For	Against	Abstain	Broker Non-Votes
Bom Kim	5,885,454,311	62,318,352	28,793,078	85,707,955
Neil Mehta	5,765,932,325	181,436,942	29,196,474	85,707,955
Jason Child	5,866,453,304	80,919,677	29,192,760	85,707,955
Pedro Franceschi	5,849,916,267	97,431,898	29,217,576	85,707,955
Benjamin Sun	5,769,709,265	177,659,959	29,196,517	85,707,955
Ambereen Toubassy	5,867,187,847	80,185,978	29,191,916	85,707,955
Kevin Warsh	5,721,043,447	226,330,989	29,191,305	85,707,955

2.The appointment of Samil PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified by the vote set forth below:



For	Against	Abstain	Broker Non-Votes
6,026,159,272	5,961,477	30,152,947	N/A

3.The compensation of the Company’s named executive officers as disclosed in the proxy statement was approved in a non-binding vote, as set forth below:



For	Against	Abstain	Broker Non-Votes
5,893,467,353	53,901,738	29,196,650	85,707,955

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.


COUPANG, INC. (REGISTRANT)
By:			/s/ Harold Rogers
			Harold Rogers
			General Counsel and Chief Administrative Officer

Dated: June 17, 2024

Cover	Jun. 13, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 13, 2024
Entity Registrant Name	COUPANG, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40115
Entity Tax Identification Number	27-2810505
Entity Address, Address Line One	720 Olive Way
Entity Address, City or Town	Seattle
Entity Address, Postal Zip Code	98101
City Area Code	206
Local Phone Number	333-3839
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	CPNG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001834584
Amendment Flag	false
Entity Address, Address Line Two	Suite 600
Entity Address, State or Province	WA