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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 30, 2024
TIPTREE INC.
(Exact Name of Registrant as Specified in Charter)
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| Maryland |
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001-33549 |
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38-3754322 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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| 660 Steamboat Road |
2nd Floor |
Greenwich |
CT |
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06830 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
(212) 446-1400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
TIPT |
NASDAQ |
Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
Tiptree Inc., (the “Company”) held its 2024 Annual Meeting of Stockholders on April 30, 2024 (the “2024 Annual Meeting”). The matters voted upon at the 2024 Annual Meeting and the results of such voting are set forth below:
Proposal 1: Election of Board of Directors:
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| Name of Director |
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For |
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Withheld |
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Broker Non-Vote |
| Michael G. Barnes |
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26,731,572 |
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1,094,627 |
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4,703,772 |
| Dominique Mielle |
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21,187,037 |
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6,639,162 |
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4,703,772 |
All director nominees were duly elected.
Proposal 2: Ratification of selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
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| For |
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Against |
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Abstain |
| 32,211,824 |
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315,506 |
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2,641 |
Proposal 2 was approved.
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| Item 9.01 |
Financial Statements and Exhibits. |
(d) List of Exhibits:
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| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL). |
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.
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TIPTREE INC. |
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| Date: |
May 3, 2024 |
By: |
/s/ Jonathan Ilany |
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Name: Jonathan Ilany |
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Title: Chief Executive Officer |
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