MediaAlpha Announces Director Changes and Compensation Updates

TL;DR

MediaAlpha board shakeup: new directors in, old one out, exec pay details filed.

AI Summary

On May 15, 2024, MediaAlpha, Inc. filed an 8-K report detailing several key events. The company announced the departure of director Robert L. Johnson and the appointment of new directors, including David L. Johnson and David M. Miller. Additionally, the report covers compensatory arrangements for certain officers and amendments to the company's bylaws.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance and executive compensation matters, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• MediaAlpha, Inc. (company) — Registrant
• Robert L. Johnson (person) — Departing Director
• David L. Johnson (person) — Appointed Director
• David M. Miller (person) — Appointed Director
• May 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — which registered Class A common stock, $0.01 par value MAX New York Stock Exchange

Filing Documents

• max-20240515.htm (8-K) — 49KB
• exhibit31-certificateofame.htm (EX-3.1) — 7KB
• exhibit101-thirdamendmentt.htm (EX-10.1) — 17KB
• exhibit102-thirdamendmentt.htm (EX-10.2) — 17KB
• 0001818383-24-000042.txt ( ) — 230KB
• max-20240515.xsd (EX-101.SCH) — 2KB
• max-20240515_lab.xml (EX-101.LAB) — 23KB
• max-20240515_pre.xml (EX-101.PRE) — 13KB
• max-20240515_htm.xml (XML) — 3KB

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. On May 16, 2024, as described below under Item 5.07 of this Current Report on Form 8-K, at the Company's 2024 annual meeting of stockholders (the "2024 Annual Meeting"), the holders of the Company's Class A and Class B common stock, voting together as one class, approved an amendment to the Company's Amended and Restated Certificate of Incorporation to provide for the elimination of certain officers' personal liability for monetary damages stemming from breaches of fiduciary duties as an officer to the fullest extent permitted by law, as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (the "Officer Exculpation Amendment"). The Officer Exculpation Amendment became effective upon the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Delaware Secretary of State on May 17, 2024. The foregoing description of the Officer Exculpation Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included 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. The 2024 Annual Meeting was held on May 16, 2024. Of the 50,825,257 shares of the Company's Class A common stock and 15,013,829 shares of the Company's Class B common stock issued and outstanding and entitled to vote at the meeting, there were present at the meeting, in person or by proxy, the holders of a total of 61,039,620 shares of common stock, representing approximately 92.7% of the total number of shares entitled to vote at the meeting. The following proposals were presented and voted on at the meeting: Proposal 1 To elect three nominees, Anthony Broglio, Christopher Delehanty, and Eugene Nonko, as Class I directors, to serve for a three-year term expiring at the Company's annual meeting of stockholders in 2027. The three nominees were elected by more than a majority of the votes cast by the holders of our Class A and Class B common stock present in person or by proxy and entitled to vote on the proposal, voting together as one class. The voting results were: Nominee For Against Withhold/Abstain Broker Non-Votes Anthony Broglio 54,853,877 4,221,942 42,859 1,920,942 Christopher Delehanty 54,776,580 4,222,037 120,061 1,920,942 Eugene Nonko 54,799,663 4,198,954 120,061 1,920,942 Proposal 2 To approve an amendment to our Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. Such proposal was approved by the affirmative vote of more than a majority of the outstanding shares of Class A and Class B common stock entitled to vote on the proposal, voting together as one class. The voting results were: For Against Abstain Broker Non-Votes 54,054,843 5,017,393 46,442 1,920,942 Proposal 3 To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Such proposal was approved by more than a majority of the votes ca

01 – Financial Statements and Exhibits

ITEM 9.01 – Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on May 17, 2024. 10.1 Third Amendment to Amended and Restated Employment Agreement among MediaAlpha, QuoteLab, LLC and Steven Yi, dated May 20, 2024 10.2 Third Amendment to Amended and Restated Employment Agreement among MediaAlpha, QuoteLab, LLC and Eugene Nonko, dated May 20, 2024 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. MediaAlpha, Inc. Date: May 20, 2024 By: /s/ Jeffrey B. Coyne Name: Jeffrey B. Coyne Title: General Counsel & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR