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WASHINGTON, DC 20549

Date of Report (Date of earliest event reported): May 23, 2023

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(Exact name of registrant as specified in its charter)

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(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On May 23, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 19,307,696 shares of the Company’s Preferred Stock and Class A and Class B common stock (collectively, “Stock”) were present in person or represented by proxy at the Annual Meeting, representing approximately 74% percent of the Company’s outstanding Stock as of the March 28, 2023 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 11, 2023.

Item 1 — Election of three Class III directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2026 and until their respective successors have been duly elected and qualified.

Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Item 3 — Approval on an advisory basis, the compensation of the Company’s named executive officers.

Based on the foregoing voting results, Clinton P. Jones, Jeremy W. Gelber, and Karolina H. Hilu were elected as Class III directors and Items 2 and 3 were approved.

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.