Emerald Holding Inc. Files 8-K with Corporate Updates

TL;DR

Emerald Holding (EEX) filed an 8-K on May 21st, reporting corporate changes and financial updates.

AI Summary

Emerald Holding, Inc. filed an 8-K on May 28, 2024, reporting events that occurred on May 21, 2024. The filing indicates a change in the company's fiscal year and submission of matters to a vote of security holders, along with financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This filing signals potential corporate governance changes and the release of financial information, which could impact investor decisions and the company's strategic direction.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain any immediate negative news or significant financial distress.

Key Players & Entities

• Emerald Holding, Inc. (company) — Registrant
• May 21, 2024 (date) — Earliest event reported
• May 28, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• December 31 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share EEX New York Stock Exchan

Filing Documents

• eex-20240521.htm (8-K) — 78KB
• eex-ex3_1.htm (EX-3.1) — 20KB
• 0000950170-24-065386.txt ( ) — 216KB
• eex-20240521.xsd (EX-101.SCH) — 24KB
• eex-20240521_htm.xml (XML) — 5KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting of Stockholders of Emerald Holding, Inc. (the "Company") held on May 21, 2024 (the "Annual Meeting"), the Company's stockholders approved amendments to the Company's Amended and Restated Certificate of Incorporation (the "Charter") described in Item 5.07 of this Current Report on Form 8-K under "Proposal 3" (the "Charter Amendment"). The Charter Amendment was previously approved by the Company's Board of Directors (the "Board"), subject to stockholder approval. The Charter Amendment became effective upon the filing of a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on May 23, 2024. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 21, 2024, the Company held the Annual Meeting, at which a quorum was present in person or by proxy. At the Annual Meeting, holders as of the record date of April 1, 2024 (the "Record Date") of the Company's common stock, par value $0.01 per share (the "Common Stock"), outstanding on the date of the Annual Meeting voted upon: Proposal 1: Re-election of Anthony Munk and Herv Sedky as Class I directors to the Board, to hold office until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified; Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024; and Proposal 3: Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. In addition to the vote by holders of Common Stock on Proposals 1 through 3 above, the Company solicited proxies from the holders as of the Record Date of the Company's Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Stock"). To the extent such shares of Series A Preferred Stock were outstanding as of the date of the Annual Meeting, holders of the Series A Preferred Stock would have been entitled to (i) vote on an as-converted basis, as a single class with holders of the Common Stock, on Proposals (1) through (3) above, and (ii) vote to re-elect David Levin and Linda Clarizio as Preferred Stock directors to the Company's Board to hold office until the 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. As disclosed in the Company's definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 11, 2024 (the "Definitive Proxy Statement"), in th

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Amendment, as filed on May 23, 2024, to the Company's Amended and Restated Certificate of Incorporation 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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. EMERALD HOLDING, INC. Date: May 28, 2024 By: /s/ David Doft Name: David Doft Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR