ThredUp Inc. Reports 2024 Annual Meeting Results

TL;DR

ThredUp shareholders approved directors and auditor at annual meeting.

AI Summary

On May 23, 2024, ThredUp Inc. filed an 8-K report detailing several key events. The company announced the results of its 2024 Annual Meeting of Stockholders, where proposals including the election of directors and the ratification of the appointment of its independent registered public accounting firm were approved. Additionally, the filing disclosed material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws.

Why It Matters

This filing provides transparency on shareholder voting outcomes and corporate governance decisions, which can influence investor confidence and the company's strategic direction.

Risk Assessment

Risk Level: low — The filing is routine and reports on standard corporate governance procedures and shareholder meeting outcomes.

Key Players & Entities

• ThredUp Inc. (company) — Registrant
• May 23, 2024 (date) — Date of earliest event reported
• 2024 Annual Meeting of Stockholders (event) — Subject of the report
• Delaware (jurisdiction) — State of incorporation
• Oakland, California (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share TDUP The Nasdaq Stock Market

Filing Documents

• tdup-20240523.htm (8-K) — 38KB
• tdup-certificateofamendmen.htm (EX-3.1) — 11KB
• tdup-20240523_g1.jpg (GRAPHIC) — 195KB
• 0001628280-24-025262.txt ( ) — 467KB
• tdup-20240523.xsd (EX-101.SCH) — 2KB
• tdup-20240523_lab.xml (EX-101.LAB) — 24KB
• tdup-20240523_pre.xml (EX-101.PRE) — 14KB
• tdup-20240523_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. 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.

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. As disclosed in Item 5.07 below, on May 23, 2024, at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") , upon the recommendation of the Board of Directors (the "Board") of ThredUp Inc. (the "Company"), the Company's stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation to provide for the exculpation of officers for certain breaches of fiduciary duties as permitted by the Delaware General Corporation Law, as further described in "Proposal Three: Approval of an Amendment to the ThredUp Inc. Amended and Restated Certificate of Incorporation to Provide for the Exculpation of Officers as Permitted by Delaware Law" on pages 30-32 of the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 5, 2024 (the "Proxy Statement") and previously approved by the Board. The Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Secretary of State of the State of Delaware following the Annual Meeting on May 23, 2024 to reflect the Amendment, which became effective upon filing of the Certificate of Amendment. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is 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 23, 2024, the Company held its Annual Meeting. The Company's stockholders voted on three proposals at the Annual Meeting, each of which is described in more detail in the Proxy Statement. Holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on March 28, 2024 (the "Record Date"), and holders of the Company's Class B common stock were entitled to ten votes for each share held as of the close of business on the Record Date. The holders Class A common stock and Class B co mmon stock (collectively, the "common stock") voted together as a single class on all matters. Present at the Annual Meeting in person or by proxy were holders of 99,787,467 shares of common stock, together representing a total of 357,903,651 votes, or a majority of the voting power of all issued and outstanding shares of the Company's common stock as of the Record Date, and co nstituting a quorum under the Company's bylaws. The final results with respect to each such proposal are set forth below. Proposal 1 - Election of Directors. The stockholders elected each of the persons named below as Class III directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. The results of such vote were: Nominee Votes For Votes Withheld Broker Non-Votes Patricia Nakache 324,042,544 21,468,187 12,392,920 Mandy Ginsberg 324,555,388 20,955,343 12,392,920 Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of such vote were: Votes For Votes Against Abstentions 357,257,691 624,626 21,334 Proposal 3 - Approval of Amendment of the ThredUp Inc. Amended and Restated Certificate of Incorp

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ThredUp Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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. THREDUP INC. By: /s/ SEAN SOBERS Sean Sobers Chief Financial Officer (Principal Financial and Accounting Officer) Date: May 24, 2024 4

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View this 8-K filing on SEC EDGAR