---
schema_version: "secwatch.filing_event.v1"
accession: "0001874944-23-000059"
form_type: "8-K"
ticker: null
cik: "0001874944"
company_name: "Vacasa, Inc."
filed_at: "2023-05-25T23:59:59+00:00"
generated_at: "2026-06-14T15:01:54.926847+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Vacasa shareholders approve reverse stock split authorization and 10M share increase for equity plan

## Summary
- Stockholders authorized Board to effect a reverse stock split at any time before May 23, 2024.
- 2021 Incentive Award Plan amended: 10M new Class A shares authorized; evergreen extended through 2033.
- Certificate of Incorporation amended to expand board size from 10 to 11, revise vacancy fill process, and allow officer exculpation.
- Directors Joerg Adams, Rachel Gonzalez, Jeffrey Parks, Chris Terrill, and Kimberly White elected as Class II for 2026 term.
- ESPP amended: auto annual share increase limit removed and evergreen extended through 2033.

## SEC filing metadata
- accession: 0001874944-23-000059
- form_type: 8-K
- cik: 0001874944
- company_name: Vacasa, Inc.
- filed_at: 2023-05-25T23:59:59+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/1874944/000187494423000059/0001874944-23-000059-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1874944/000187494423000059/vcsa-20230523.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001874944-23-000059
- JSON: https://secwatch.observer/filing/0001874944-23-000059.json
- Plain text: https://secwatch.observer/filing/0001874944-23-000059.txt

## Key facts
- Governance Changes
  Vacasa, Inc.: Authorized board to effect a reverse stock split of outstanding common stock, effective at board's discretion before May 23, 2024 (effective 2024-05-23).
  - Change: charter amendment
  - Effective: 2024-05-23
  source text: the Amendment related to the reverse stock split for which the Board has discretion to implement at any time before May 23, 2024
  evidence_url: https://www.sec.gov/Archives/edgar/data/1874944/000187494423000059/0001874944-23-000059-index.htm
- Governance Changes
  Vacasa, Inc.: Amended certificate of incorporation to expand maximum board size from 10 to 11 directors, revise process for filling board vacancies and newly created directorships, revise references to the Stockholders Agreement, and allow for exculpation of officers (effective 2023-05-23).
  - Change: charter amendment
  - Effective: 2023-05-23
  source text: On May 23, 2023, at the Annual Meeting, as further described in Item 5.07 below, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation ("Certificate") to: (i) expand the maximum size of the Board from 10 directors to 11 directors, (ii) revise the process for filling Board vacancies and newly created directorships, (iii) revise references to the Stockholders Agreement (as defined in the Certificate), (iv) allow for exculpation of officers, and (v) to allow for the Board, in its discretion, to effect a reverse stock split of the Company’s outstanding common stock (each an "Amendment" and collectively, the "Amendments"). As noted in the Proxy Statement, all Amendments were combined into one Certificate of Amendment to the Certificate, except for the Amendment related to the reverse stock split for which the Board has discretion to implement at any time before May 23, 2024. The remaining Amendments became effective upon filing of
  evidence_url: https://www.sec.gov/Archives/edgar/data/1874944/000187494423000059/0001874944-23-000059-index.htm

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