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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 9, 2021

———————————

ARKO Corp.

(Exact Name of registrant as specified in its charter)

 

———————————

Delaware

001-39828

85-2784337

(State of other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)

 

8565 Magellan Parkway

Suite 400

Richmond, Virginia 23227-1150

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (804) 730-1568

 

 

(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

Common stock, par value $0.0001 per share

ARKO

The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50

ARKOW

The Nasdaq Stock Market LLC

 

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.

ARKO Corp., a Delaware corporation (the "Company"), held its 2021 Annual Meeting of Stockholders on June 9, 2021 (the "Annual Meeting"). The final voting results for the proposals submitted to a vote of the Company's stockholders at the Annual Meeting are as follows:

 

Proposal 1: Election of two Class I directors for three-year terms to hold office until the Company's 2024 Annual Meeting of Stockholders or until their respective successors are elected and qualified:

 

 

 

 

Votes

 

Votes

 

Broker

Director

 

For

 

Withheld

 

Non-Votes

Arie Kotler

 

95,864,819

 

6,267,871

 

2,578,734

Michael J. Gade

 

98,789,129

 

3,343,561

 

2,578,734

 

 

Proposal 2: Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Company's 2021 Proxy Statement for the Annual Meeting:

 

Votes

    

Votes

    

 

    

Broker

For

 

Against

 

Abstentions

 

Non-Votes

90,785,589

 

11,014,809

 

332,292

 

2,578,734

 

 

Proposal 3: Approval of a non-binding resolution on the frequency of the non-binding advisory resolution approving the compensation of the Company’s named executive officers:

 

 

    

 

    

 

 

 

    

Broker

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Non-Votes

102,096,454

 

1,179

 

25,690

 

9,367

 

2,578,734

 

 

Proposal 4: Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year:

 

Votes

 

Votes

 

 

 

Broker

For

    

Against

    

Abstentions

 

Non-Votes

104,399,593

 

302,928

 

8,903

 

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

 

Description

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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.

 


 

 

ARKO CORP.

By: /s/ Arie Kotler

Name: Arie Kotler

Title: Chairman, President and Chief Executive Officer

 

Date: June 10, 2021