Mister Car Wash shareholders approve officer exculpation charter amendment, re-elect directors

Mister Car Wash, Inc.

Approved charter amendment for officer exculpation under Delaware law: 255.7M for, 32.4M against.
Elected directors Galashan, Suer, Kirk, and Rogers; each received over 249M votes for.
Ratified Deloitte & Touche as independent auditor for FY2023: 293.7M for, 2.6M against.
Advisory vote on say-on-pay frequency favors annual vote: 288.0M votes for 1 year.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Mister Car Wash, Inc.: Amended certificate of incorporation to reflect Delaware law provisions regarding officer exculpation (effective 2023-05-25).

Change: charter amendment
Effective: 2023-05-25

Exact text from the filing

At the Meeting, upon recommendation of the Board, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation ("the "Certificate of Amendment"). The Certificate of Amendment became effective upon filing with the Secretary of State of Delaware on May 25, 2023.

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Mister Car Wash, Inc. shareholders approved Item 4 – To hold a non-binding advisory vote on the frequency of future non-binding advisory stockholder votes on the compensation of the Company’s named executive officers. 1 Year 2 Years 3 Years Votes ABSTAINED Broker Non-Votes 288,015,881 5,920 136,674 4,876 8,216,125 at the 2023-05-25 meeting.

Proposal: say on pay frequency
Outcome: passed
Meeting: 2023-05-25

Exact text from the filing

Item 4 – To hold a non-binding advisory vote on the frequency of future non-binding advisory stockholder votes on the compensation of the Company’s named executive officers. 1 Year 2 Years 3 Years Votes ABSTAINED Broker Non-Votes 288,015,881 5,920 136,674 4,876 8,216,125

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Mister Car Wash, Inc. shareholders approved Item 2 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 293,728,740 2,647,246 3,490 -0- at the 2023-05-25 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-05-25

Exact text from the filing

Item 2 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 293,728,740 2,647,246 3,490 -0-

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Mister Car Wash, Inc. shareholders approved Item 3 – Amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 255,721,740 32,405,887 35,847 8,216,125 at the 2023-05-25 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-05-25

Exact text from the filing

Item 3 – Amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 255,721,740 32,405,887 35,847 8,216,125

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Mister Car Wash, Inc. shareholders approved Item 1 – Election of three Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2025 and until their respective successors have been duly elected and qualified. Votes FOR Votes WITHHELD Broker Non-Votes J. Kristofer Galashan 249,786,653 38,376,698 8,216,125 Jef at the 2023-05-25 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-05-25

Exact text from the filing

Item 1 – Election of three Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2025 and until their respective successors have been duly elected and qualified. Votes FOR Votes WITHHELD Broker Non-Votes J. Kristofer Galashan 249,786,653 38,376,698 8,216,125 Jeffrey Suer 266,181,364 21,981,987 8,216,125 Ronald Kirk 265,381,061 122,782,290 8,216,125 Veronica Rogers 285,107,397 3,055,954 8,216,125

View on SEC.gov

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Mister Car Wash, Inc. filing history →

Source: SEC EDGAR

accession 0000950170-23-025696

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