false 0001766363 0001766363 2022-06-13 2022-06-13

 

 

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 13, 2022

 

 

Endeavor Group Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-40373   83-3340169

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9601 Wilshire Boulevard, 3rd Floor

Beverly Hills, California

  90210
(Address of principal executive offices)   (Zip Code)

(310) 285-9000

(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, $0.00001 par value per share   EDR   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 5.07

Submission of Matters to a Vote of Security Holders.

On June 13, 2022, Endeavor Group Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 4,751,216,858 shares of Class A common stock, Class X common stock and Class Y common stock of the Company, voting as a single class, were present in person or represented by proxy at the meeting, representing approximately 92.06% of voting power entitled to vote at the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2022.

Item 1 — Election of two Class I directors for a term of office expiring on the date of the annual meeting of stockholders in 2025 and until his or her successor has been duly elected and qualified.

 

NOMINEE   Votes FOR   Votes WITHHELD   Broker Non-Votes

Stephen Evans

  4,710,940,312   31,047,057   9,229,489

Fawn Weaver

  4,726,688,190   15,299,179   9,229,489

Item 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes

4,751,170,713

  39,641   6,504   0

Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

 

Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes

4,699,902,662

  41,928,826   155,881   9,229,489

Item 4 — Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Votes for 1 Year   Votes for 2 Years   Votes for 3 Years   Votes ABSTAINED   Broker Non-Votes

61,691,822

  8,500   4,680,280,861   6,186   9,229,489

Based on the foregoing votes, the two Class I director nominees were elected, Items 2 and 3 were approved and the Company’s stockholders recommended that future stockholder advisory votes on the compensation of the Company’s named executive officers be held every three years. Based on the foregoing voting results and consistent with the recommendation of Executive Committee (the “Governing Body”) of the Board of Directors of the Company, the Governing Body has determined to hold an advisory vote on the compensation of the Company’s named executive officers every three years until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Governing Body otherwise determines that a different frequency for such advisory votes is in the best interests of the Company and its stockholders.


SIGNATURE

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.

 

ENDEAVOR GROUP HOLDINGS, INC.
By:  

/s/ Jason Lublin

Name:   Jason Lublin
Title:   Chief Financial Officer

Date: June 16, 2022

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