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

Date of Report (Date of earliest event reported): June 12, 2024

Forge Global Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39794	98-1561111
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


4 Embarcadero Center Floor 15 San Francisco, California (Address of principal executive offices)			94111 (Zip Code)

(415) 881-1612

(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 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

Common Stock, $0.0001 par value per share

FRGE

NYSE

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 o

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. o

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Forge Global Holdings, Inc. (the “Company”) was held on June 12, 2024. Present at the Annual Meeting in person or by proxy were holders of 122,881,649 shares of the Company’s common stock, representing 68.11% of the voting power of the shares of the Company’s common stock as of April 16, 2024, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.

At the Annual Meeting, the Company’s stockholders (i) elected the Company’s nominees for Class II directors, (ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Proposal 1 - Election of directors:


Director	Votes For	Votes Withheld	Broker Non-Votes
Asiff Hirji	84,991,703	6,794,560	31,095,386
Eric Leupold	90,345,769	1,440,494	31,095,386
Larry Leibowitz	91,674,140	112,123	31,095,386

Proposal 2 - Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:


Votes For	Votes Against	Abstentions	Broker Non-Votes
78,429,244	9,906,877	3,450,142	31,095,386

Proposal 3 - Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:


Votes For	Votes Against	Abstentions
122,835,828	25,819	20,002

SIGNATURE

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


	Forge Global Holdings, Inc.

Date: June 18, 2024	By:	/s/ Kelly Rodriques
	Name:	Kelly Rodriques
	Title:	Chief Executive Officer

Cover	May 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 12, 2024
Entity Registrant Name	Forge Global Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39794
Entity Tax Identification Number	98-1561111
Entity Address, Address Line One	4 Embarcadero Center
Entity Address, Address Line Two	Floor 15
Entity Address, City or Town	San Francisco,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94111
City Area Code	(415)
Local Phone Number	881-1612
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	FRGE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001827821
Amendment Flag	false