8-K
filed June 10, 2026, 4:53 PM ET
ticker YOU
CIK 0001856314
other material
confidence high
sentiment neutral
materiality 0.55
Clear Secure shareholders approve charter amendments removing supermajority vote, clarify officer exculpation
Clear Secure, Inc.
- Charter amendments approved: supermajority removal (470.9M for, 3.3M against) and officer exculpation (471.6M for, 2.5M against).
- Nine directors elected; Caryn Seidman Becker had 1.2M withheld, Shawn Henry had 304K withheld.
- Say-on-pay advisory vote approved 452.4M for, 21.8M against.
- Ratification of independent auditor approved 482.4M for, 11K against.
- Amendments effective June 10, 2026 upon filing of Fourth Amended and Restated Certificate of Incorporation.
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 0.9
Clear Secure, Inc.: Removed certain supermajority vote requirements and clarified the officer exculpation provision (effective 2026-06-10).
- Change
- charter amendment
- Effective
- 2026-06-10
Exact text from the filing
At the Annual Meeting, the holders of Common Stock (as defined below) approved, among other things, amendments to the Company’s Third Amended and Restated Certificate of Incorporation (the “Amendments”) to (i) remove certain supermajority vote requirements and (ii) clarify the officer exculpation provision
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Clear Secure, Inc. shareholders approved Amendment to Third Amended and Restated Certificate of Incorporation to clarify the officer exculpation provision at the 2026-06-10 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-06-10
Exact text from the filing
5. The Company’s holders of Common Stock, voting together as a single class, approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to clarify the officer exculpation provision. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 471,634,813 2,516,586 84,015 8,205,243
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Clear Secure, Inc. shareholders approved Advisory (non-binding) approval of compensation of named executive officers at the 2026-06-10 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-06-10
Exact text from the filing
3. The Company’s holders of Common Stock, voting together as a single class, approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 452,365,461 21,832,937 37,016 8,205,243
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Clear Secure, Inc. shareholders approved Ratification of appointment of independent registered public accounting firm for 2026 fiscal year at the 2026-06-10 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-06-10
Exact text from the filing
2. The Company’s holders of Common Stock, voting together as a single class, ratified the appointment of the Company’s independent registered public accounting firm for the 2026 fiscal year. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 482,403,423 11,115 26,119 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Clear Secure, Inc. shareholders approved Amendment to Third Amended and Restated Certificate of Incorporation to remove certain supermajority vote requirements at the 2026-06-10 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-06-10
Exact text from the filing
4. The Company’s holders of Common Stock, voting together as a single class, approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to remove certain supermajority vote requirements. The votes regarding this proposal were as follows: For Against Abstain Broker Non-Votes 470,948,879 3,271,238 15,297 8,205,243
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Clear Secure, Inc. shareholders approved Election of nine directors at the 2026-06-10 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-06-10
Exact text from the filing
1. The Company’s holders of Common Stock, voting together as a single class, elected nine directors listed below to the Board of Directors. The votes regarding this proposal were as follows: For Withheld Broker Non-Votes Caryn Seidman Becker 473,020,343 1,215,071 8,205,243 Michael Z. Barkin 472,933,564 1,301,850 8,205,243 Jeffery H. Boyd 472,661,532 1,573,882 8,205,243 Tomago Collins 473,109,666 1,125,748 8,205,243 Shawn Henry 473,931,211 304,203 8,205,243 Kathryn Hollister 473,425,280 810,134 8,205,243 Marne Levine 473,592,251 643,163 8,205,243 Peter Scher 473,390,097 845,317 8,205,243 Adam J. Wiener 472,466,880 1,768,534 8,205,243
View on SEC.gov
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