Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
June 3, 2020
Date of Report (date of earliest event reported)
OPORTUN FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 001-39050
State or Other Jurisdiction of Incorporation or Organization
I.R.S. Employer Identification No.
2 Circle Star Way
Address of Principal Executive Offices
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:
☐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
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
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 5.07. Submission of Matters to a Vote of Security Holders
On June 3, 2020, Oportun Financial Corporation (the "Company") held its annual meeting of stockholders. At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2020 (the "Proxy Statement"). At the beginning of the Annual Meeting, there were 23,507,947 shares of common stock present at the Annual Meeting in person or by proxy, which represented 86.6% of the voting power of the shares of common stock entitled to vote at the Annual Meeting.
The stockholders of the Company voted on the following proposals at the Annual Meeting:
1.Election of two Class 1 directors, Jo Ann Barefoot and David Strohm, each to serve a three-year term, which will expire at the 2023 annual meeting of stockholders, or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
Jo Ann Barefoot
Based on the votes set forth above, each of the director nominees were duly elected.
2.Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020.
Based on the votes set forth above, the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020 was ratified.
3.Non-binding advisory resolution to approve the Company's named executive officer compensation, as described in the proxy materials.
Based on the votes set forth above, the stockholders advised that they were in favor of the Company's named executive officer compensation set forth in the proxy materials.
4.Non-binding advisory resolution on the frequency of future advisory stockholder votes on executive compensation.
In light of the advisory vote of the Company's stockholders to hold future advisory votes on executive compensation every year, the Company has determined that it will hold future advisory votes on executive compensation every year until the next shareholder advisory vote on the frequency of advisory votes on executive compensation.
Item 9.01. Financial Statements and Exhibits
Cover Page Interactive Data File embedded within the Inline XBRL document
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 thereunto duly authorized.
OPORTUN FINANCIAL CORPORATION
June 9, 2020
/s/ Jonathan Coblentz
Chief Financial Officer and Chief Administrative Officer