8-K
filed September 27, 2023, 7:59 PM ET
CIK 0001820566
leadership
confidence high
sentiment negative
materiality 0.65
Inspirato Inc: Nasdaq/NYSE listing notice — Inspirato replaces CEO Brent Handler with director Eric Grosse; Nasdaq independence deficiency triggered
Inspirato Inc
- Brent Handler steps down as CEO, remains on board; Eric Grosse appointed CEO effective Sept 25, 2023.
- Grosse receives $550K base salary, $150K signing bonus, $4M RSU grant; Handler gets $515K severance and accelerated vesting.
- CEO transition causes Nasdaq non-compliance: only 3 of 6 board members independent; company has until Nov 9 to submit compliance plan.
- Special meeting approved issuance of 8% convertible notes due 2028, creation of Class B non-voting stock, and reverse stock split authorization.
- Grosse previously Lead Independent Director; brings experience as Hotwire co-founder and Expedia President.
Key facts
Extracted from this filing and checked against the source text.
Listing & Compliance Notices
SEC 8-K Item 3.01
confidence 0.95
Inspirato Inc received a nasdaq deficiency notice notice regarding board independence (rules 5605(b)(1)).
- Exchange
- nasdaq
- Notice
- deficiency notice
- Deficiency
- board independence
- Rules
- 5605(b)(1)
Exact text from the filing
September 25, 2023, Nasdaq issued the Company a written notice that the Company was not in compliance with the Majority Independent Requirement. This notice is a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. Pursuant to Nasdaq Listing Rule 5810(c)(2), the Company has 45 calendar days, or until November 9, 2023, to submit a plan to regain compliance with the Majority Independent Requirement. The Company intends to submit a plan to regain compliance with the Majority Independent Requirement within
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brent Handler resigned as Chief Executive Officer at Inspirato Inc.
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
to succeed Brent Handler who resigned as an employee
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric Grosse was appointed as Chief Executive Officer at Inspirato Inc.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
approved the appointment of Eric Grosse, age 54 and a current member of the Board, as the Company’s Chief Executive Officer
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Inspirato Inc shareholders approved The Class B Proposal — The proposal to adopt an amendment to the Company’s certificate of incorporation to create a new series of common stock designated Class B Non-Voting common stock, par value $0.0001 per share at the 2023-09-26 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-09-26
Exact text from the filing
The Class B Proposal — The proposal to adopt an amendment to the Company’s certificate of incorporation to create a new series of common stock designated Class B Non-Voting common stock, par value $0.0001 per share, was approved based on the following results of voting: For Against Abstain Broker Non-Votes Class A Common Stock 46,766,185 599,763 10,686 - Class V Common Stock 53,203,281 - - - Total 99,969,466 599,763 10,686 -
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Inspirato Inc shareholders approved The Split Proposal — The proposal to adopt a series of alternative amendments to the Company’s certificate of incorporation, that would permit, but would not require, our Board to effect a reverse stock split at the 2023-09-26 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-09-26
Exact text from the filing
The Split Proposal — The proposal to adopt a series of alternative amendments to the Company’s certificate of incorporation, that would permit, but would not require, our Board to effect a reverse stock split was approved based on the following results of voting: For Against Abstain Broker Non-Votes 99,399,589 1,021,270 159,056 -
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Inspirato Inc shareholders approved The Note Proposal — The proposal to approve the issuance of the 8% Senior Secured Convertible Notes due 2028 (the “Notes”) and shares of Company common stock issuable upon conversion thereof, including as a result of pay-in-kind interest, for purposes of Nasdaq Rule 5635(b) and (d) at the 2023-09-26 meeting.
- Outcome
- passed
- Meeting
- 2023-09-26
Exact text from the filing
The Note Proposal — The proposal to approve the issuance of the 8% Senior Secured Convertible Notes due 2028 (the “Notes”) and shares of Company common stock issuable upon conversion thereof, including as a result of pay-in-kind interest, for purposes of Nasdaq Rule 5635(b) and (d) was approved based on the following results of voting: For Against Abstain Broker Non-Votes 99,920,576 646,288 13,051 -
View on SEC.gov
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