Privia Health Group Files 8-K on Shareholder Votes and Bylaws

TL;DR

PRVA filed an 8-K detailing shareholder votes and bylaw changes; check for governance updates.

AI Summary

Privia Health Group, Inc. filed an 8-K on May 22, 2024, reporting on matters submitted to a vote of security holders and financial statements. The filing also includes amendments to its articles of incorporation or bylaws and a change in its fiscal year. The company is incorporated in Delaware and its principal executive offices are located in Arlington, Virginia.

Why It Matters

This filing provides updates on corporate governance and financial reporting, which are crucial for investors to understand the company's operational and structural changes.

Risk Assessment

Risk Level: low — This is a routine corporate filing detailing procedural matters and financial statements, not indicating immediate operational or financial distress.

Key Players & Entities

• Privia Health Group, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Arlington, Virginia (location) — Principal Executive Offices
• May 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share PRVA The Nasdaq Glo

Filing Documents

• prva-20240522.htm (8-K) — 50KB
• ex-31secondamendedandresta.htm (EX-3.1) — 41KB
• ex-32fourthamendedandresta.htm (EX-3.2) — 132KB
• 0001759655-24-000076.txt ( ) — 384KB
• prva-20240522.xsd (EX-101.SCH) — 2KB
• prva-20240522_lab.xml (EX-101.LAB) — 23KB
• prva-20240522_pre.xml (EX-101.PRE) — 13KB
• prva-20240522_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 22, 2024, Privia Health Group, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved amendments to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to remove supermajority voting provisions and to remove or limit the personal liability of officers to the extent permitted under the Delaware General Corporation Law. Following the Annual Meeting, on May 22, 2024, the Company filed its Second Amended and Restated Charter with the Delaware Secretary of State, giving effect to the amendments. The foregoing description of the changes contained in the Charter is qualified in its entirety by reference to the full text of the Charter, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. On May 22, 2024, the Board of Directors of the Company (the "Board") adopted the Fourth Amended and Restated Bylaws of the Company (the "Bylaws") to conform to the amendments to the Charter approved by stockholders. The Bylaws also include a number of ministerial and clarifying changes. The foregoing description of the changes contained in the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is 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 22, 2024, the Company held the Annual Meeting via live webcast. At the Annual Meeting, the Company's stockholders approved all five proposals. Proposal No. 1: Election of directors. The following four nominees were elected to serve as Class II directors for a term expiring at the Company's 2027 Annual Meeting of Stockholders, or until such director's respective successor is duly elected and qualified or such director's earlier death, resignation or removal. Nominee Votes For Votes Withheld Broker Non-Votes Thomas McCarthy 99,268,746 3,905,963 11,085,362 Parth Mehrotra 102,934,560 1,005,791 10,319,720 Dr. Jaewon Ryu 99,347,055 3,827,654 11,085,362 William (Bill) Sullivan 65,283,936 37,861,267 11,114,868 Proposal No. 2: Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers. The Company's stockholders approved, on a non-binding basis, the compensation of our named executive officers. Votes For Votes Against Abstentions Broker Non-Votes 96,616,303 26,663,618 4,660,430 10,319,720 Proposal No. 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The appointment of PricewaterhouseCoopers LLP was ratified. Votes For Votes Against Abstentions Broker Non-Votes 110,149,647 95,394 4,015030 — Proposal No. 4: Amend and restate the Company's amended and restated certificate of incorporation (the "Charter") to remove supermajority voting standards. The proposal to amend and restate the Charter to remove supermajority voting provisions was approved. Votes For Votes Against Abstentions Broker Non-Votes 99,807,247 96,832 4,036,272 10,319,720 Proposal No. 5: Amend and restate the Company's Charter to allow for exculpation of officers as permitted by Delaware law. The proposal to amend and restate the Charter to remove

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibit: Exhibit No. Description 3.1 Second Amended & Restated Certificate of Incorporation of Privia Health Group, Inc. 3.2 Fourth Amended & Restated Bylaws of Privia Health Group, In c. 104 Cover Page Interactive Data File (formatted as Inline XBRL)

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. PRIVIA HEALTH GROUP, INC. Date: May 23, 2024 By: /s/ David Mountcastle Name: David Mountcastle Title: Executive Vice President, Chief Financial Officer and Authorized Officer

View Full Filing

View this 8-K filing on SEC EDGAR