---
schema_version: "secwatch.filing_event.v1"
accession: "0001805833-23-000099"
form_type: "8-K"
ticker: "SST"
cik: "0001805833"
company_name: "System1, Inc."
filed_at: "2023-06-22T23:59:59+00:00"
generated_at: "2026-06-13T19:14:03.256951+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# System1 appoints Ryan Caswell to board, enters CFO employment agreement

## Summary
- Richard Massey (Cannae designee) declines board seat; Ryan Caswell appointed to Class III director vacancy.
- Caswell joins Audit and Compensation Committees, replacing Prince and Martire respectively.
- CFO Tridivesh Kidambi enters 3-year employment agreement with $350k base salary and $300k target bonus, including severance.
- Annual meeting elects Fowler, Horn, Prince as Class I directors; ratifies PwC as auditor.

## SEC filing metadata
- accession: 0001805833-23-000099
- form_type: 8-K
- ticker: SST
- cik: 0001805833
- company_name: System1, Inc.
- filed_at: 2023-06-22T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1805833/000180583323000099/0001805833-23-000099-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1805833/000180583323000099/sst-20230615.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001805833-23-000099
- JSON: https://secwatch.observer/filing/0001805833-23-000099.json
- Plain text: https://secwatch.observer/filing/0001805833-23-000099.txt

## Key facts
- Executive change
  Ryan Caswell was appointed as Director at System1, Inc..
  - Action: appointed
  - Role: Director
  source text: the remaining members of the Board appointed Ryan Caswell to fill the current vacancy on the Board as a Class III Director effective immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/1805833/000180583323000099/0001805833-23-000099-index.htm
- Shareholder Votes
  System1, Inc. shareholders approved Ratification of the Independent Registered Public Accounting Firm at the 2023-06-19 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-19
  source text: Proposal 2 - Ratification of the Independent Registered Public Accounting Firm Proposal 2 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. This proposal was approved. Votes For Votes Against Votes Abstained/Withheld Broker Non-Votes 94,149,168 22,986 454,351
  evidence_url: https://www.sec.gov/Archives/edgar/data/1805833/000180583323000099/0001805833-23-000099-index.htm
- Shareholder Votes
  System1, Inc. shareholders approved Election of Class I Directors at the 2023-06-19 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-19
  source text: Proposal 1 - Election of Class I Directors The individuals listed below were each elected to serve on the Company’s Board for a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. Nominee for Director Votes For Votes Against Votes Abstained/Withhold Broker Non-Votes Dexter Fowler 94,533,650 0 92,855 Caroline Horn 93,977,543 0 648,962 Jennifer Prince 94,977,543 0 88,973
  evidence_url: https://www.sec.gov/Archives/edgar/data/1805833/000180583323000099/0001805833-23-000099-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.