Vroom Files 8-K on Shareholder Vote Submission, Other Events

TL;DR

**Vroom just filed an 8-K about a shareholder vote, signaling potential big changes ahead.**

AI Summary

Vroom, Inc. filed an 8-K on February 7, 2024, reporting an event that occurred on February 5, 2024. This filing indicates that Vroom, Inc. submitted matters to a vote of security holders and disclosed other events. This matters to investors because it signals potential changes or significant decisions being made by the company that could impact its future operations and stock performance.

Why It Matters

This filing indicates Vroom is engaging its shareholders on important matters, which could lead to strategic shifts or operational changes impacting the company's valuation.

Risk Assessment

Risk Level: medium — The filing mentions 'Submission of Matters to a Vote of Security Holders' and 'Other Events' without specifics, creating uncertainty about the nature and impact of these events.

Analyst Insight

Investors should monitor Vroom's subsequent filings or press releases for details on the 'matters submitted to a vote' and 'other events' to understand their potential impact on the company's strategy and financial health.

Key Players & Entities

• Vroom, Inc. (company) — the registrant filing the 8-K
• February 5, 2024 (date) — date of the earliest event reported
• February 7, 2024 (date) — date the 8-K was filed
• 001-39315 (other) — Commission File Number for Vroom, Inc.
• VRM (other) — Trading Symbol for Vroom, Inc. Common Stock

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share VRM The Nasdaq

Filing Documents

• vrm-20240205.htm (8-K) — 67KB
• 0000950170-24-012193.txt ( ) — 187KB
• vrm-20240205.xsd (EX-101.SCH) — 30KB
• vrm-20240205_htm.xml (XML) — 5KB

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On February 5, 2024, Vroom, Inc. (the "Company") held a Special Meeting of Stockholders (the "Meeting"). A total of 85,907,587 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), were present in person or represented by proxy at the Meeting, representing approximately 59.94 percent of the Company's outstanding Common Stock as of the December 22, 2023 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on January 2, 2024. Item 1 — To approve amendments to the Company's amended and restated certificate of incorporation, to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-35 and 1-for-80, as determined by the Board of Directors (the "Board") in its discretion, subject to the Board's authority to abandon such amendments. FOR AGAINST ABSTAIN BROKER NON-VOTE 69,766,590 15,844,556 296,441 0 Item 2 — To approve an adjournment of the Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Meeting to approve Proposal 1. FOR AGAINST ABSTAIN BROKER NON-VOTE 70,471,161 14,429,324 1,007,102 0 Based on the foregoing votes, both Proposal 1 and Proposal 2 were approved. No other matters were submitted to or voted on by the Company's stockholders at the Meeting.

01

Item 8.01 Other Events. As disclosed above, at the Meeting, the stockholders of the Company approved a reverse stock split of all outstanding shares of the Common Stock, at a ratio ranging from any whole number between 1-for-35 and 1-for-80, with the exact ratio as determined by the Board in its discretion, subject to the Board's authority to abandon such amendments. On February 5, 2024, the Board approved a reverse stock split of the Common Stock at a final ratio of 1-for-80 (the "Reverse Stock Split") and abandoned all other amendments. The Reverse Stock Split is expected to become effective at 5:00 p.m. Eastern Time on February 13, 2024, following the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware. The Common Stock is expected to commence trading on a split-adjusted basis when the markets open on February 14, 2024, under the existing trading symbol "VRM." The new CUSIP number for the Common Stock following the Reverse Stock Split will be 92918V 208. No fractional shares will be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled to a fractional share because the number of shares of Common Stock they hold before the Reverse Stock Split is not evenly divisible by the split ratio. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied by the closing price per share as reported by The Nasdaq Global Select Market (as adjusted to give effect to the Reverse Stock Split) on February 13, 2024.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the effective date of the Reverse Stock Split and the trading of the Common Stock on a split-adjusted basis. These statements are based on management's current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For other important factors that could cause actual results to differ materially from the forward-looking statements in this proxy statement, please see the risks and uncertainties identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022, as updated by the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, each of which is available on the Company's Investor Relations website at ir.vroom.com and on the SEC website at www.sec.gov . All forward-looking statements reflect the Company's beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances. Capitalized terms shall have the meanings ascribed to such terms in the Current Report on Form 8-K.

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. VROOM, INC. Date: February 7, 2024 By: /s/ Robert R. Krakowiak Robert R. Krakowiak Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR