secwatch / observer
8-K filed June 13, 2023, 7:59 PM ET ticker OPAD CIK 0001825024
other material confidence high sentiment neutral materiality 0.50

Offerpad effects 1-for-15 reverse stock split, eliminates Class B & C shares after stockholder vote

Offerpad Solutions Inc.

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 0.99

Offerpad Solutions Inc.: Amended and restated bylaws to align with charter amendments, reflect Rule 14a-19, and update procedural provisions regarding proxy solicitation, meeting adjournment, stockholder proposals, and nominations (effective 2023-06-13).

Change
bylaw amendment
Effective
2023-06-13
Exact text from the filing
On June 8, 2023, the Board also approved an amendment and restatement, of the Company’s bylaws (the “Amended and Restated Bylaws”) to: • make certain non-substantive, technical and conforming changes to align with the Amendments; • revise and adopt certain provisions to reflect Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended; • require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white, which shall be reserved for exclusive use by the Board; • revise provisions regarding notice of an adjournment of any meeting of stockholders and the availability of the list of stockholders entitled to vote at a meeting of stockholders, each to align with recent amendments to the General Corporation Law of the State of Delaware; • clarify procedures for stockholders to propose business or nominations to be considered at annual or special meetings of the Company’s stockholders; and • delete certain ob
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.99

Offerpad Solutions Inc.: Filed a certificate of amendment to effect a 1-for-15 reverse stock split of common stock, effective June 13, 2023 (effective 2023-06-13).

Change
charter amendment
Effective
2023-06-13
Exact text from the filing
On June 12, 2023, the Company filed a certificate of amendment to its Third Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Class A Common Stock began trading on a split-adjusted basis at market open on June 13, 2023 under the existing symbol “OPAD” and new CUSIP number 67623L 307.
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Offerpad Solutions Inc. shareholders approved Approval of amendments to the Certificate of Incorporation to effect a reverse stock split of its Common Stock at a ratio ranging from any whole number between 1-for-10 and 1-for-60 at the 2023-06-08 meeting.

Proposal
reverse split
Outcome
passed
Meeting
2023-06-08
Exact text from the filing
Proposal 4 — Approval of amendments to the Certificate of Incorporation to effect a reverse stock split of its Common Stock at a ratio ranging from any whole number between 1-for-10 and 1-for-60, as determined by the Board in its discretion, subject to the Board's authority to abandon such amendments (the "Reverse Stock Split Amendment"). Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 451,919,059 3,736,394 181,884 0
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Offerpad Solutions Inc. shareholders approved Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 at the 2023-06-08 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-06-08
Exact text from the filing
Proposal 1 — Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2026 and until their respective successors have been duly elected and qualified. NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes Katie Curnutte 416,025,402 690,639 39,121,296 Alexander M. Klabin 414,580,475 2,135,566 39,121,296
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Offerpad Solutions Inc. shareholders approved Approval of amendment to provide that, prior to the Sunset Date, vacancies on the Board may be filled by a majority of the directors then in office or by a sole remaining director at the 2023-06-08 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-06-08
Exact text from the filing
Proposal 5(c): Provide that, prior to the Sunset Date, vacancies on the Board may be filled by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, in addition to the stockholders. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 415,347,265 353,467 1,024,580 39,121,296
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Offerpad Solutions Inc. shareholders approved Approval of amendment to eliminate the authorization of and references to Class B Common Stock and Class C common stock and make related technical changes at the 2023-06-08 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-06-08
Exact text from the filing
Proposal 5(a): Eliminate the authorization of and references to Class B Common Stock and Class C common stock and make related technical, non-substantive and conforming changes. Class Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes A 257,528,562 270,506 1,024,580 39,121,296 B 148,162,360 0 0 0 Total 415,420,955 270,506 1,024,580 39,121,296
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Offerpad Solutions Inc. shareholders approved Approval of amendment to revise the definition of the Sunset Date in the Certificate of Incorporation at the 2023-06-08 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-06-08
Exact text from the filing
Proposal 5(b): Revise the definition of the "Sunset Date" in the Certificate of Incorporation to mean the first date on which LL Capital Partners I, L.P. and Roberto Sella (and their respective affiliates) cease to own, in the aggregate, 17.5% of the outstanding shares of our Class A Common Stock. Class Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes A 257,528,562 2,910,375 1,015,984 39,121,296 B 148,162,360 0 0 0 Total 412,789,682 2,910,375 1,015,984 39,121,296
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Offerpad Solutions Inc. shareholders approved Advisory (non-binding) approval of the compensation of the Company's named executive officers at the 2023-06-08 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-06-08
Exact text from the filing
Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 415,206,241 1,388,120 121,680 39,121,296
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Offerpad Solutions Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-08 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-06-08
Exact text from the filing
Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 455,463,870 269,720 103,747 0
View on SEC.gov

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Offerpad Solutions Inc. filing history →

Source: SEC EDGAR
accession 0001193125-23-166075
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