0001382821false12/3100013828212020-06-102020-06-10
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) June 10, 2020
(Exact name of registrant as specified in its charter)
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Delaware | | | 001-38160 | | 74-3064240 |
(State or other jurisdiction of incorporation or organization) | | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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1099 Stewart Street | Suite 600 | | | | |
Seattle | WA | | | | 98101 |
(Address of principal executive offices) | | | | | (Zip Code) |
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(206) | 576-8333 |
Registrant's telephone number, including area code | |
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| (Former name, former address and former fiscal year, if changed since last report) |
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):
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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 | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | RDFN | The Nasdaq Global Select Market |
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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 | ☐ | |
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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.
On March 31, 2020, we filed a Certificate of Designation of Preferences, Rights and Limitation of Series A Convertible Preferred Stock (the "Certificate of Designation") with the Delaware Secretary of State. The Certificate of Designation governs the rights, preferences, privileges, powers, and restrictions of our Series A Convertible Preferred Stock, par value $0.001 per share (our "convertible preferred stock").
On June 15, 2020, we amended and restated the Certificate of Designation (the "A&R Certificate") to clarify that shares of our common stock issuable as dividends on, or upon conversion or redemption of, our convertible preferred stock will (i) bear a restrictive transfer legend customary for privately placed securities and (ii) be deposited into the account that a holder of our convertible preferred stock has with our transfer agent. Other than these clarifications, the A&R Certificate does not substantively modify any other provision of the Certificate of Designation.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 10, 2020, we held our annual meeting of stockholders, where our stockholders voted on the following proposals:
Proposal 1 - Election of Directors. Our stockholders elected Robert Bass and Glenn Kelman as Class III directors based on the following results.
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| | | For | | Withhold | | Broker Non-Vote | |
| Robert Bass | | 54,422,391 | | 12,316,580 | | 13,550,842 | |
| Glenn Kelman | | 55,086,088 | | 11,652,883 | | 13,550,842 | |
Proposal 2 - Advisory Vote on Named Executive Officer Compensation. Our stockholders approved, on an advisory basis, the 2019 compensation of our named executive officers based on the following results.
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| For | | Against | | Abstain | | Broker Non-Vote | |
| 65,326,173 | | 1,135,039 | | 277,759 | | 13,550,842 | |
Proposal 3 - Ratification of the Appointment of Deloitte & Touche LLP ("Deloitte"). Our stockholders ratified the appointment of Deloitte as our independent registered public accounting firm for 2020 based on the following results.
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| For | | Against | | Abstain | |
| 79,606,106 | | 46,707 | | 637,000 | |
Item 9.01 Financial Statements and Exhibits.
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| Exhibit Number | | Description | |
| 3.1 | | | |
| 104 | | Cover page interactive data file, submitted using 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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| | | Redfin Corporation | |
| | | (Registrant) | |
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| Date: June 15, 2020 | | /s/ Chris Nielsen | |
| | | Chris Nielsen
Chief Financial Officer | |