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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 28, 2025
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Cricut, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
001-40257 |
87-0282025 |
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(Commission File Number) |
(I.R.S. Employer Identification Number) |
10855 South River Front Parkway
South Jordan, Utah 84095
(Address of principal executive offices) (Zip code)
(385) 351-0633
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Class A Common Stock, par value $0.001 per share |
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CRCT |
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The Nasdaq Global Select 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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Cricut Inc. (the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”), held on May 28, 2025 via live audio webcast, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law (the “Charter Amendment”). A description of the Charter Amendment was set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2025. The Charter Amendment became effective upon the filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 29, 2025 (the “Certificate of Amendment”).
The foregoing description of the Charter Amendment does not purport to be complete and 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 is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in Item 5.03 above is incorporated by reference herein. At its Annual Meeting held on May 28, 2025, the Company elected the following seven individuals to its Board of Directors (the “Board”). Each director will serve for the ensuing year and until his or her successor is duly elected and qualified.
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| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
| Ashish Arora |
789,036,358 |
5,882,792 |
19,962,173 |
| Steven Blasnik |
787,742,724 |
7,176,426 |
19,962,173 |
| Russell Freeman |
788,236,359 |
6,682,791 |
19,962,173 |
| Jason Makler |
784,388,656 |
10,530,494 |
19,962,173 |
| Melissa Reiff |
789,170,053 |
5,749,097 |
19,962,173 |
| Billie Williamson |
789,169,853 |
5,749,297 |
19,962,173 |
| Heidi Zak |
794,240,712 |
678,438 |
19,962,173 |
In addition, the following proposals were voted on and approved at the Annual Meeting.
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement. |
780,796,013 |
13,843,404 |
279,733 |
19,962,173 |
| Proposal to ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
814,614,796 |
208,597 |
57,930 |
0 |
| Proposal to approve the amendment of the Company’s Amended and Restated Certificate of Incorporation to permit the exculpation of certain officers. |
785,433,595 |
9,157,505 |
328,050 |
19,962,173 |
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
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| Exhibit Number |
Exhibit Description |
3.1 |
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| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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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Cricut, Inc. |
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| Date: |
June 2, 2025 |
/s/ Kimball Shill |
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Kimball Shill |
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Chief Financial Officer |
EX-3.1
2
certificateofamendment.htm
EX-3.1
Document
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CRICUT, INC.
a Delaware Corporation
Cricut, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows:
A.The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on September 2, 2020.
B.This Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors of the Company and the stockholders of the Company.
C.Article XI of the Amended and Restated Certificate of Incorporation of the Company is hereby amended and restated in its entirety to read as follows:
“To the fullest extent permitted by law, no director or officer of the Company shall be personally liable for monetary damages for breach of fiduciary duty as a director or officer. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Neither any amendment, repeal, nor elimination of this Article XI, nor the adoption of any provision of this Amended and Restated Certificate inconsistent with this Article XI, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Company existing at the time of such amendment, repeal, elimination or adoption of such inconsistent provision.”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company to be signed by a duly authorized officer of the Company, on May 28, 2025.
By: /s/Ashish Arora
Ashish Arora
Chief Executive Officer
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