--- schema_version: "secwatch.filing_event.v1" accession: "0001830033-23-000039" form_type: "8-K" ticker: "PCT" cik: "0001830033" company_name: "PureCycle Technologies, Inc." filed_at: "2023-05-15T23:59:59+00:00" generated_at: "2026-06-15T01:30:48.933316+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # PureCycle shareholders approve board declassification; director Scott resigns for health reasons ## Summary - Shareholders approved declassifying the board, majority voting standard, and increasing authorized common shares. - 8 directors elected to one-year terms; Dr. John Scott resigned effective May 12 due to health issues. - Proposal 4 to increase authorized shares passed with 124M votes for, 4.7M against. - Grant Thornton LLP ratified as auditor for fiscal 2023 with 129M votes for. - Advisory say-on-pay approved with 108M votes for; frequency set at one year. ## SEC filing metadata - accession: 0001830033-23-000039 - form_type: 8-K - ticker: PCT - cik: 0001830033 - company_name: PureCycle Technologies, Inc. - filed_at: 2023-05-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/pct-20230510.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001830033-23-000039 - JSON: https://secwatch.observer/filing/0001830033-23-000039.json - Plain text: https://secwatch.observer/filing/0001830033-23-000039.txt ## Key facts - Executive change Dr. John Scott resigned as Director at PureCycle Technologies, Inc.. - Action: resigned - Role: Director source text: On May 12, 2023, Dr. John Scott advised the Board of his decision to resign from the Board effective immediately due to health-related issues. evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - Governance Changes PureCycle Technologies, Inc.: The Board approved amendments to the Bylaws to adopt a majority voting standard in uncontested director elections, require resignations if a nominee receives more 'against' than 'for' votes, make changes related to universal proxy cards, and update certain other provisions in connection with recent (effective 2023-05-10). - Change: bylaw amendment - Effective: 2023-05-10 source text: In addition, the Board previously approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), subject to stockholder approval of the Other Amendments, to (i) adopt a majority voting standard in uncontested elections of directors, (ii) require any nominee in uncontested elections to tender their resignation if they receive more “against” than “for” votes, (iii) make certain changes in connection with the SEC’s recently adopted rules pertaining to universal proxy cards, and (iv) make certain other updates in connection with recent changes in law (the “Bylaw Amendments”). evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - Governance Changes PureCycle Technologies, Inc.: Stockholders approved amendments to the charter to declassify the Board and provide for immediate annual director elections, adopt a majority voting standard in uncontested director elections, reflect new Delaware law provisions regarding officer exculpation, increase the number of authorized shares (effective 2023-05-10). - Change: charter amendment - Effective: 2023-05-10 source text: At the Annual Meeting, upon prior recommendation of the Board, the Company’s stockholders approved the De-Classification Amendment and also approved other amendments (the “Other Amendments”) to the Charter to (i) adopt a majority voting standard in uncontested director elections; (ii) increase the number of authorized shares of common stock and (iii) eliminate inoperative provisions and update certain other miscellaneous provisions. evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - Shareholder Votes PureCycle Technologies, Inc. shareholders approved To amend the Charter to reflect new Delaware law provisions regarding officer exculpation. at the 2023-05-10 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-10 source text: Proposal 3 - To amend the Charter to reflect new Delaware law provisions regarding officer exculpation. Votes For Votes Against Abstain Broker Non-Votes 99,112,505 13,730,893 36,386 16,318,953 evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - Shareholder Votes PureCycle Technologies, Inc. shareholders approved To amend the Charter to adopt a majority voting standard in uncontested director elections. at the 2023-05-10 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-10 source text: Proposal 2 - To amend the Charter to adopt a majority voting standard in uncontested director elections. Votes For Votes Against Abstain Broker Non-Votes 112,786,321 81,262 30,201 16,318,953 evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - Shareholder Votes PureCycle Technologies, Inc. shareholders approved To amend the Charter to eliminate inoperative provisions and update certain other miscellaneous provisions. at the 2023-05-10 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-10 source text: Proposal 5 – To amend the Charter to eliminate inoperative provisions and update certain other miscellaneous provisions. Votes For Votes Against Abstain Broker Non-Votes 112,684,052 112,178 83,554 16,318,953 evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - Shareholder Votes PureCycle Technologies, Inc. shareholders approved If Proposal 1 to declassify the Board is approved, to elect the following eight directors recommended by the Company’s Nominating and Corporate Governance (“N&CG”) Committee and approved by the Board. at the 2023-05-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-10 source text: Proposal 6 – If Proposal 1 to declassify the Board is approved, to elect the following eight directors recommended by the Company’s Nominating and Corporate Governance (“N&CG”) Committee and approved by the Board. Name of Nominee Votes For Withheld Broker Non-Votes Steven Bouck 93,759,272 3,667,339 31,772,126 Tanya Burnell 88,465,016 8,961,595 31,772,126 Daniel Coombs 93,810,898 3,615,713 31,772,126 Jeffrey Fieler 87,836,817 9,589,794 31,772,126 Allen Jacoby 93,668,188 3,758,423 31,772,126 Fernando Musa 85,014,830 12,411,781 31,772,126 Dustin Olson 93,676,412 3,750,199 31,772,126 Dr. John Scott 87,386,258 10,040,353 31,772,126 evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - Shareholder Votes PureCycle Technologies, Inc. shareholders approved To approve, on an advisory basis, the frequency of holding an advisory vote on the Company’s named executive officer compensation. at the 2023-05-10 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-10 source text: Proposal 10 – To approve, on an advisory basis, the frequency of holding an advisory vote on the Company’s named executive officer compensation. One-Year Two-Years Three-Years Abstain Broker Non-Votes 111,173,564 56,561 1,591,996 57,663 16,318,953 evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - Shareholder Votes PureCycle Technologies, Inc. shareholders approved To approve, on an advisory basis, the Company’s named executive officer compensation. at the 2023-05-10 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-10 source text: Proposal 9 – To approve, on an advisory basis, the Company’s named executive officer compensation. Votes For Votes Against Abstain 108,169,242 4,648,941 61,601 evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - Shareholder Votes PureCycle Technologies, Inc. shareholders approved To ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-05-10 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-10 source text: Proposal 8 – To ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Votes For Votes Against Abstain 129,044,397 73,291 81,049 evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - Shareholder Votes PureCycle Technologies, Inc. shareholders approved To amend the Charter to increase the number of authorized shares of common stock. at the 2023-05-10 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-10 source text: Proposal 4 – To amend the Charter to increase the number of authorized shares of common stock. Votes For Votes Against Abstain 124,024,691 4,682,401 491,645 evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm - Shareholder Votes PureCycle Technologies, Inc. shareholders approved To amend the Charter to declassify the Board and provide for immediate annual director elections. at the 2023-05-10 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-10 source text: Proposal 1 - To amend the Charter to declassify the Board and provide for immediate annual director elections. Votes For Votes Against Abstain Broker Non-Votes 112,781,385 67,922 30,477 16,318,953 evidence_url: https://www.sec.gov/Archives/edgar/data/1830033/000183003323000039/0001830033-23-000039-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.