System1, Inc. Files 8-K with Corporate Updates

TL;DR

System1 filed an 8-K detailing major corporate changes, including governance and security holder rights updates.

AI Summary

System1, Inc. filed an 8-K on June 14, 2024, reporting events that occurred on June 11, 2024. The filing details material modifications to security holder rights, changes in officers and directors, amendments to governing documents, and submission of matters to a vote. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and governance changes at System1, Inc., which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material modifications to security holder rights and changes in corporate governance, which can introduce uncertainty and affect stock performance.

Key Numbers

• 20240611 — Event Date (Date of earliest event reported)
• 20240614 — Filing Date (Date the 8-K was filed with the SEC)

Key Players & Entities

• System1, Inc. (company) — Registrant
• Trebia Acquisition Corp. (company) — Former Company Name
• 001-39331 (company) — SEC File Number
• 92-3978051 (company) — IRS Number

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share SST New York Stock
• $11.50 — mon Stock share at an exercise price of $11.50 per share SST.WS New York Stock Exchang

Filing Documents

• sst-20240611.htm (8-K) — 56KB
• ex31amendmenttosystem1incc.htm (EX-3.1) — 9KB
• ex101system1inc2024stockap.htm (EX-10.1) — 46KB
• 0001628280-24-028123.txt ( ) — 293KB
• sst-20240611.xsd (EX-101.SCH) — 3KB
• sst-20240611_def.xml (EX-101.DEF) — 16KB
• sst-20240611_lab.xml (EX-101.LAB) — 29KB
• sst-20240611_pre.xml (EX-101.PRE) — 17KB
• sst-20240611_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by this Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2024 Stock Appreciation Rights Plan On June 11, 2024, System1, Inc. (the "Company" or "System1") held its Annual Meeting of Stockholders (the "2024 Annual Meeting"). At the 2024 Annual Meeting, the Company's stockholders considered and approved, among other things, the System1, Inc. 2024 Stock Appreciation Rights Plan (the "SARs Plan"). The SARs Plan was previously approved, subject to stockholder approval, by the Company's board of directors (the "Board") prior to the submission to the Company's stockholders for approval at the 2024 Annual Meeting. The SARs Plan became effective immediately upon the closing of the 2024 Annual Meeting. A summary of the terms of the SARs Plan is set forth in the Company's definitive proxy statement for the 2024 Annual Meeting filed by the Company with the Securities and Exchange Commission (the "SEC") on April 28, 2024 (the "Proxy Statement") in the section titled " Proposal 3—Approval of The System1, Inc. Stock Appreciation Rights Proposal " beginning on page 18 of the Proxy Statement, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the SARs Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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 2024 Annual Meeting, the Company's stockholders considered and approved, among other things, a proposed amendment (the "Charter Amendment") to the System1, Inc. Certificate of Incorporation (the "Charter Amendment Proposal"). The Charter Amendment Proposal was previously approved, subject to stockholder approval, by the Company's Board prior to the submission to the Company's stockholders for approval at the 2024 Annual Meeting. The Charter Amendment became effective upon the filing of the Charter Amendment with the Secretary of State of the State of Delaware on June 11, 2024. The description of the Charter Amendment and the general effect of the Charter Amendment upon the rights of holders of System1's Class C Common Stock are included in the supplementary proxy materials filed by the Company with the SEC on May 31, 2024 (the "Proxy Statement Supplement") under the section titled " Proposal 4—Approval of an Amendment to the Company's Certificate of Incorporation " beginning on page 8 of the Proxy Statement Supplement, which is incorporated herein by reference. The foregoing description of the Charter Amendment and the description incorporated by reference from the Proxy Statement Supplement are qualified in their entirety by reference to the text of such Charter Amendment, which is filed as Exhibit 3.1 hereto, 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. At the 2024 Annual Meeting, 84,285,075 shares of the Company's Class A common stock and Class C common stock were represented in person or by proxy, constituting approximately 94% of the Company's total outstanding shares of common stock as of April 25, 2024, the record date for the 2024 Annual Meeting, and constituting a quorum for the transaction of business at the 2024 Annual Meeting. At the 2024 Annual Meeting, the following four proposals were submitted to the stockholders and the Company's inspector of elections certified the vote tabulations indicated below. For more information about the proposals, please refer to the Proxy Statement and Proxy Statement Supplement. 1 Proposal 1 - Election of Class II Directors The individuals listed below were each elected to serve on the Board for a three-year term expiring at the Company's 2027 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. The final report of the votes with respect to Proposal 1 was as follows: Nominee for Director Votes For Votes Against Votes Abstained/Withheld Broker Non-Votes Moujan Kazerani 73,359,856 0 3,808,170 7,117,049 Frank Martire Jr. 73,948,278 0 3,219,748 7,117,049 Charles Ursini 76,575,744 0 592,282 7,117,049 Proposal 2 - Ratification of the Independent Registered Public Accounting Firm On June 4, 2024, the Company filed a Current Report on Form 8-K announcing that the Audit Committee of the Board approved the appointment of Deloitte & Touche LLP ("D&T") as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2024, and to dismiss PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm, effective as of June 4, 2024. As a result of the dismissal of PwC, the Company withdrew Proposal 2 from the 2024 Annual Meeting agenda, which requested that the Company's

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amendment to the System1, Inc. Certificate of Incorporation 10.1 System1, Inc. 2024 Stock Appreciation Rights Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. System1, Inc. Date: June 13, 2024 By: /s/ Daniel J. Weinrot Name: Daniel J. Weinrot Title: General Counsel & Corporate Secretary 4

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View this 8-K filing on SEC EDGAR