false 0001845257 0001845257 2024-06-03 2024-06-03

 

 

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 3, 2024

 

 

LifeStance Health Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-40478   86-1832801

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

4800 N. Scottsdale Road  
Suite 2500  
Scottsdale, Arizona   85251
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 425 279-8500

(Former Name or Former Address, 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:

 

☐

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:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   LFST   The Nasdaq Stock Market LLC

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 5.07

Submission of Matters to a Vote of Security Holders.

On June 3, 2024, LifeStance Health Group, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each such proposal.

Proposal 1: Election of Directors

The stockholders of the Company elected the director nominees listed below to serve on the Company’s Board of Directors as members of Class III for a term of three years. The results of the vote were as follows:

 

Name of Nominee

    For      Withhold      Broker Non-Votes  

Kenneth Burdick

      296,275,655        39,857,449        15,918,580  

Jeffrey Rhodes

      291,334,953        44,319,757        16,396,974  

William Miller

      296,766,053        40,026,251        15,259,380  

Proposal 2: Ratification of the Company’s Independent Registered Public Accounting Firm

The stockholders of the Company ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024. The results of the vote were as follows:

 

For

  

Against

  

Abstain

339,827,488   370,822   11,853,374

Proposal 3: Advisory Vote on Named Executive Officer Compensation

The stockholders of the Company approved, on a non-binding advisory basis, the Company’s named executive officer compensation. The results of the vote were as follows:

 

For

  

Against

  

Withhold

  

Broker Non-Votes

282,059,174   50,777,777   3,982,869   15,231,864

Proposal 4: Frequency of the Advisory Vote on Named Executive Officer Compensation

The stockholders of the Company approved, on a non-binding advisory basis, that future non-binding advisory votes on the Company’s named executive officer compensation be held every year. The results of the vote were as follows:

 

1 Year

  

2 Years

  

3 Years

  

Broker Non-Votes

322,160,935   58,179   11,299,991   15,231,864

As a result of the foregoing vote, the Company’s Board of Directors has determined that the Company will conduct a non-binding advisory vote on the Company’s named executive officer compensation every year.

SIGNATURE

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.

 

    LIFESTANCE HEALTH GROUP, INC.
Date: June 4, 2024     By:  

/s/ Ryan Pardo

    Name:   Ryan Pardo
    Title:   Chief Legal Officer and Secretary
v3.24.1.1.u2
Document and Entity Information
Jun. 03, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001845257
Document Type 8-K
Document Period End Date Jun. 03, 2024
Entity Registrant Name LifeStance Health Group, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-40478
Entity Tax Identification Number 86-1832801
Entity Address, Address Line One 4800 N. Scottsdale Road
Entity Address, Address Line Two Suite 2500
Entity Address, City or Town Scottsdale
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85251
City Area Code 425
Local Phone Number 279-8500
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol LFST
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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