--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-025696" form_type: "8-K" ticker: "MCW" cik: "0001853513" company_name: "Mister Car Wash, Inc." filed_at: "2023-06-01T23:59:59+00:00" generated_at: "2026-06-14T09:43:40.042660+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # Mister Car Wash shareholders approve officer exculpation charter amendment, re-elect directors ## Summary - 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. ## SEC filing metadata - accession: 0000950170-23-025696 - form_type: 8-K - ticker: MCW - cik: 0001853513 - company_name: Mister Car Wash, Inc. - filed_at: 2023-06-01T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1853513/000095017023025696/0000950170-23-025696-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1853513/000095017023025696/mcw-20230525.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-025696 - JSON: https://secwatch.observer/filing/0000950170-23-025696.json - Plain text: https://secwatch.observer/filing/0000950170-23-025696.txt ## Key facts - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1853513/000095017023025696/0000950170-23-025696-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1853513/000095017023025696/0000950170-23-025696-index.htm - Shareholder Votes 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 source text: 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- evidence_url: https://www.sec.gov/Archives/edgar/data/1853513/000095017023025696/0000950170-23-025696-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1853513/000095017023025696/0000950170-23-025696-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1853513/000095017023025696/0000950170-23-025696-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.