{"schema_version":"secwatch.filing_event.v1","accession":"0001775625-23-000066","form_type":"8-K","ticker":null,"cik":"0001775625","company_name":"SmileDirectClub, Inc.","filed_at":"2023-06-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.505438+00:00","generated_at":"2026-06-14T09:36:14.941938+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"SmileDirectClub shareholders approve officer exculpation charter amendment at 2023 annual meeting","bullets":["Stockholders elected three Class I directors: David Katzman, Susan Greenspon Rammelt, and Edward W. Ward III to serve until 2026.","Ratified Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2023.","Advisory vote approved named executive officer compensation with 2.66 billion votes for, 4.2 million against.","Approved certificate of incorporation amendment to allow officer exculpation under Delaware law; effective June 1, 2023."],"urls":{"canonical":"https://secwatch.observer/filing/0001775625-23-000066","json":"https://secwatch.observer/filing/0001775625-23-000066.json","markdown":"https://secwatch.observer/filing/0001775625-23-000066.md","text":"https://secwatch.observer/filing/0001775625-23-000066.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1775625/000177562523000066/0001775625-23-000066-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1775625/000177562523000066/sdc-20230601.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T09:36:14.941938+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2f2283af7f6a15daa95180c47fe1ace16a32e99e","claim":"SmileDirectClub, Inc.: Amendment to Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by Delaware law (effective 2023-06-01).","evidence_excerpt":"The Certificate of Amendment, which integrates this amendment to the Certificate of Incorporation approved by the Company’s stockholders at the Annual Meeting, became effective upon filing with the Secretary of State of the State of Delaware on June 1, 2023.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1775625/000177562523000066/0001775625-23-000066-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-06-01"}],"fact_type":"governance_change"},{"claim_id":"4ddafee62a87f51a78fd7b558b90620447396f86","claim":"SmileDirectClub, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-01 meeting.","evidence_excerpt":"The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, by a vote of the stockholders as follows: Votes For Votes Against Abstentions 2,684,029,212 2,344,409 33,082,102","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1775625/000177562523000066/0001775625-23-000066-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-01"}],"fact_type":"shareholder_vote"},{"claim_id":"798c66a1019761c04dabe2b253d9bfa301198a4f","claim":"SmileDirectClub, Inc. shareholders approved Non-binding advisory vote to approve named executive officer compensation at the 2023-06-01 meeting.","evidence_excerpt":"The Company’s stockholders voted, on a non-binding, advisory basis, to approve the Company’s named executive officer compensation, as disclosed in the Company’s 2023 Proxy Statement, by a vote of the stockholders as follows: Votes For Votes Against Abstentions Broker Non-Votes 2,658,039,312 4,232,936 557,371 56,626,104","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1775625/000177562523000066/0001775625-23-000066-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-01"}],"fact_type":"shareholder_vote"},{"claim_id":"e101f3afcd0c62de8ae202ae5db5165919a6c079","claim":"SmileDirectClub, Inc. shareholders approved Approval of amendment to amended and restated certificate of incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-06-01 meeting.","evidence_excerpt":"The Company’s stockholders voted to approve an amendment to the Company’s amended and restated certificate of incorporation to reflect new Delaware law provisions regarding officer exculpation, as disclosed in the Company’s 2023 Proxy Statement, by a vote of the stockholders as follows: Votes For Votes Against Abstentions Broker Non-Votes 2,660,064,175 2,434,909 330,535 56,626,104","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1775625/000177562523000066/0001775625-23-000066-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-01"}],"fact_type":"shareholder_vote"},{"claim_id":"fd6b2ec97359b14d94a3372c86725db0aa34f7f8","claim":"SmileDirectClub, Inc. shareholders approved Election of three Class I directors at the 2023-06-01 meeting.","evidence_excerpt":"The Company’s stockholders elected three Class I directors, who comprise all of the directors of such class, each to serve until the 2026 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified, subject to earlier resignation or removal.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1775625/000177562523000066/0001775625-23-000066-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-01"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}