Clear Secure, Inc. Files 8-K with Corporate Updates

TL;DR

Clear Secure (YOU) filed an 8-K on 6/13 for corporate updates & shareholder votes.

AI Summary

On June 13, 2024, Clear Secure, Inc. filed an 8-K report detailing changes to its Articles of Incorporation and Bylaws, submission of matters to a vote of security holders, and financial statements. The company, incorporated in Delaware, has its principal executive offices in New York, NY.

Why It Matters

This filing indicates potential corporate governance changes and the submission of important matters for shareholder approval, which could impact the company's strategic direction and operations.

Risk Assessment

Risk Level: low — The filing is routine and concerns corporate governance and procedural matters, not immediate financial distress or significant operational shifts.

Key Players & Entities

• Clear Secure, Inc. (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 85 10th Avenue, 9th Floor, New York, NY 10011 (address) — Principal Executive Offices
• 001-40568 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.00001 — tered Class A common stock, par value $0.00001 per share YOU New York Stock Exchange

Filing Documents

• you-20240613.htm (8-K) — 50KB
• clear-8xkx2024annualmeetin.htm (EX-3.1) — 149KB
• 0001856314-24-000073.txt ( ) — 356KB
• you-20240613.xsd (EX-101.SCH) — 2KB
• you-20240613_lab.xml (EX-101.LAB) — 23KB
• you-20240613_pre.xml (EX-101.PRE) — 13KB
• you-20240613_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 June 13, 2024, Clear Secure, Inc. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the holders of Common Stock (as defined below) approved, among other things, an amendment to the Company's Second Amended and Restated Certificate of Incorporation (the "Amendment") to provide for exculpation of certain officers of the Company to reflect 2022 amendments to the Delaware General Corporation, as more fully described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 22, 2024 (the "2024 Proxy Statement"). The Amendment became effective upon the filing of the Company's Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

07 Submission of Matters to a Vote of Securityholders

Item 5.07 Submission of Matters to a Vote of Securityholders. On June 13, 2024, the Company held the Annual Meeting. In accordance with the Company's Second Amended and Restated Certificate of Incorporation, holders of Class A common stock, $0.00001 par value per share ("Class A Common Stock") and Class C common stock, $0.00001 par value per share ("Class C Common Stock") have one vote per share, and holders of Class B common stock, $0.00001 par value per share ("Class B Common Stock") and Class D common stock, $0.00001 par value per share ("Class D Common Stock," and, collectively with the Class A Common Stock, Class B Common Stock and Class C Common Stock, the "Common Stock") have twenty votes per share. The proposals are described in the 2024 Proxy Statement. The final results for the votes regarding each proposal are set forth below. 1. The Company's holders of Common Stock, voting together as a single class, elected eight directors listed below to the Board of Directors. The votes regarding this proposal were as follows: For Withheld Broker Non-Votes Caryn Seidman Becker 629,043,468 1,021,067 12,838,103 Kenneth Cornick 626,429,747 3,634,788 12,838,103 Michael Z. Barkin 629,750,553 313,982 12,838,103 Jeffery H. Boyd 612,741,978 17,322,557 12,838,103 Tomago Collins 629,439,956 624,579 12,838,103 Shawn Henry 629,882,389 182,146 12,838,103 Kathryn Hollister 629,885,231 179,304 12,838,103 Adam J. Wiener 629,321,394 743,141 12,838,103 2. The Company's holders of Common Stock, voting together as a single class, ratified the appointment of the Company's independent registered public accounting firm for the 2024 fiscal year. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 642,761,666 94,273 46,699 0 3. The Company's holders of Common Stock, voting together as a single class, approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers. The votes regarding this proposal

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Third Amended and Restated Certificate of Incorporation of Clear Secure, Inc., dated June 13, 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. CLEAR SECURE, INC. Date: June 14, 2024 By: /s/ Emma Barnett Bauman Name: Emma Barnett Bauman Title: Senior Vice President & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR