--- schema_version: "secwatch.filing_event.v1" accession: "0001068875-23-000066" form_type: "8-K" ticker: null cik: "0001068875" company_name: "AVANTAX, INC." filed_at: "2023-05-05T23:59:59+00:00" generated_at: "2026-06-15T15:46:54.132243+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Avantax stockholders approve ESPP share increase and charter amendment at 2023 annual meeting ## Summary - Stockholders approved ESPP amendment increasing authorized shares by 500,000 (from 1.35M to 1.85M) and extending plan term to May 4, 2033. - Stockholders adopted charter amendment to exculpate certain officers under Delaware law, effective May 4, 2023. - Nine directors re-elected; Ernst & Young ratified as auditor; say-on-pay passed with ~93% support. - 96% of outstanding shares (38M of 39.5M) were present at the meeting. ## SEC filing metadata - accession: 0001068875-23-000066 - form_type: 8-K - cik: 0001068875 - company_name: AVANTAX, INC. - filed_at: 2023-05-05T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1068875/000106887523000066/0001068875-23-000066-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1068875/000106887523000066/avta-20230504.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001068875-23-000066 - JSON: https://secwatch.observer/filing/0001068875-23-000066.json - Plain text: https://secwatch.observer/filing/0001068875-23-000066.txt ## Key facts - Governance Changes AVANTAX, INC.: Amendment to Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by Delaware law (effective 2023-05-04). - Change: charter amendment - Effective: 2023-05-04 source text: On March 23, 2023, the Board approved, subject to adoption by the Company’s stockholders, a Certificate of Amendment (the “ Charter Amendment ”) to the Company’s Restated Certificate of Incorporation, as amended (the “ Charter ”), to provide for the exculpation of certain of the Company’s officers, as permitted by recent amendments to the Delaware General Corporation Law. evidence_url: https://www.sec.gov/Archives/edgar/data/1068875/000106887523000066/0001068875-23-000066-index.htm - Shareholder Votes AVANTAX, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2023 at the 2023-05-04 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-04 source text: Proposal Two: The stockholders ratified, on an advisory (non-binding) basis, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023. The votes cast on Proposal Two were as follows: For Against Abstain 37,450,422 233,725 366,451 evidence_url: https://www.sec.gov/Archives/edgar/data/1068875/000106887523000066/0001068875-23-000066-index.htm - Shareholder Votes AVANTAX, INC. shareholders approved Adoption of amendment to restated certificate of incorporation to provide for exculpation of certain officers as permitted by Delaware law at the 2023-05-04 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-04 source text: Proposal Six: The stockholders adopted the Charter Amendment. The votes cast on Proposal Six were as follows: For Against Abstain 30,063,230 2,615,416 413,204 evidence_url: https://www.sec.gov/Archives/edgar/data/1068875/000106887523000066/0001068875-23-000066-index.htm - Shareholder Votes AVANTAX, INC. shareholders approved Election of nine directors to serve until the 2024 annual meeting at the 2023-05-04 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-04 source text: Proposal One: The stockholders elected nine directors to serve on the Company’s board of directors until the Company’s 2024 annual meeting of stockholders, until their successors are duly elected and qualified or until their earlier death, resignation or removal. The votes cast on Proposal One were as follows: evidence_url: https://www.sec.gov/Archives/edgar/data/1068875/000106887523000066/0001068875-23-000066-index.htm - Shareholder Votes AVANTAX, INC. shareholders approved Advisory vote on compensation of named executive officers at the 2023-05-04 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-04 source text: Proposal Three: The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting. The votes cast on Proposal Three were as follows: For Against Abstain 31,870,622 828,753 392,472 evidence_url: https://www.sec.gov/Archives/edgar/data/1068875/000106887523000066/0001068875-23-000066-index.htm - Shareholder Votes AVANTAX, INC. shareholders approved Advisory vote on frequency of say-on-pay votes (maintain annual) at the 2023-05-04 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-04 source text: Proposal Four: The stockholders voted, on an advisory (non-binding) basis, to maintain an annual advisory vote on the compensation of the Company’s named executive officers. The votes cast on Proposal Four were as follows: 1 Year 2 Years 3 Years Abstain 30,816,798 6,126 1,846,926 422,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1068875/000106887523000066/0001068875-23-000066-index.htm - Shareholder Votes AVANTAX, INC. shareholders approved Approval of ESPP Amendment at the 2023-05-04 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-04 source text: Proposal Five: The stockholders approved the ESPP Amendment. The votes cast on Proposal Five were as follows: For Against Abstain 32,549,974 175,353 366,523 evidence_url: https://www.sec.gov/Archives/edgar/data/1068875/000106887523000066/0001068875-23-000066-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.