Fathom stockholders approve reverse stock split authorization to cure NYSE noncompliance

Fathom Digital Manufacturing Corp

Stockholders approved reverse stock split at ratio between 1:5 and 1:50; Board to decide timing and ratio.
Board expects to act before September 29, 2023 to meet NYSE minimum price criteria.
Exculpation amendment for senior officers under Delaware law also approved.
Three Class I directors elected: Dr. Caralynn Nowinski Collens, Adam DeWitt, Ryan Martin.
Ratification of Grant Thornton LLP as independent auditor approved.

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

Fathom Digital Manufacturing Corp: Amendment to charter to authorize board to effect a reverse stock split of Class A and Class B common stock.

Change: charter amendment

Exact text from the filing

At the Annual Meeting, stockholders also voted to approve an amendment to the Company’s Charter to provide the Company’s Board of Directors (the “Board”) with discretion to effect a reverse stock split of the Company’s Class A and Class B common stock.

View on SEC.gov

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

Fathom Digital Manufacturing Corp: Amendment to charter to eliminate or limit monetary liability of senior officers for breach of duty of care (Exculpation Amendment) (effective 2023-07-11).

Change: charter amendment
Effective: 2023-07-11

Exact text from the filing

On July 11, 2023, the stockholders of Fathom Digital Manufacturing Corporation (“Fathom” or the “Company”) voted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to approve, among other things, an amendment to the Company’s Certificate of Incorporation (the “Charter”) to amend and restate Article Six to provide for the elimination or limitation of monetary liability of specified senior officers of the Company for breach of the duty of care, consistent with the recent amendment to Section 102(b)(7) of the Delaware General Corporation Law (the “Exculpation Amendment”).

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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Fathom Digital Manufacturing Corp shareholders approved Ratification of Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm at the 2023-07-11 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-07-11

Exact text from the filing

Ratification of Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm 108,426,370 140,739 85,683 0

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Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Fathom Digital Manufacturing Corp shareholders approved Approval of Amendment to the Company’s Charter to provide the Board with discretion to effect a reverse stock split of the Company’s Class A and Class B Common Stock at the 2023-07-11 meeting.

Proposal: reverse split
Outcome: passed
Meeting: 2023-07-11

Exact text from the filing

Approval of Amendment to the Company’s Charter to provide the Board with discretion to effect a reverse stock split of the Company’s Class A and Class B Common Stock 108,160,569 459,573 32,650 0

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Fathom Digital Manufacturing Corp shareholders approved Election of Class I Directors at the 2023-07-11 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-07-11

Exact text from the filing

Election of Class I Directors Dr. Caralynn Nowinski Collens 94,899,094 N/A 829,076 12,924,622 Adam DeWitt 94,382,697 N/A 1,345,473 12,924,622 Ryan Martin 94,876,523 N/A 851,647 12,924,622

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Fathom Digital Manufacturing Corp shareholders approved Approval of Amendment to the Company’s Charter to Reflect New Delaware Law Provisions Regarding Senior Officer Exculpation at the 2023-07-11 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-07-11

Exact text from the filing

Approval of Amendment to the Company’s Charter to Reflect New Delaware Law Provisions Regarding Senior Officer Exculpation 94,427,282 1,245,756 55,132 12,924,622

View on SEC.gov

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Source: SEC EDGAR

accession 0000950170-23-032870

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