0001836981false00018369812024-06-032024-06-030001836981us-gaap:CommonStockMember2024-06-032024-06-030001836981bbai:RedeemableWarrantsMember2024-06-032024-06-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________

FORM 8-K
_________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 3, 2024
________________________________________________________
BigBear.ai Holdings, Inc.
(Exact name of Registrant as Specified in Charter)
________________________________________________________
Delaware
001-40031
85-4164597
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization)File Number)Identification Number)
6811 Benjamin Franklin Drive, Suite 200
Columbia, MD 21046
(Address of principal executive offices, including Zip Code)
(410) 312-0885
(Registrant's telephone number, including area code)
________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
TradingName of each exchange
Title of each class
Symbols
on which registered
Common stock, $0.0001 par valueBBAINew York Stock Exchange
Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per shareBBAI.WSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07 Submission of Matters to a Vote of Security Holders

On June 3, 2024, BigBear.ai Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on April 19, 2024, there were 246,076,078 shares of common stock issued and outstanding. Holders of 188,855,896 shares of common stock were present at the Annual Meeting, either in person or by proxy, which constituted quorum for purposes of conducting business at the Annual Meeting.

Set forth below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting.

Proposal No. 1: Election of Directors

The Company’s shareholders elected the following nominees for director to serve as Class III directors for a three-year term expiring in 2027 or until their successors shall have been elected and qualified.

NameVotes ForVotes WithheldBroker Non-Votes
Peter Cannito148,948,725 3,143,109 36,764,062 
Jeffrey Hart148,841,638 3,250,196 36,764,062 
Kirk Konert148,869,043 3,222,791 36,764,062 


Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
186,426,5451,047,3861,381,965—




Page 2

SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:June 3, 2024
By:
/s/ Sean Ricker
Name:
Sean Ricker
Title:
Chief Accounting Officer
Page 3
v3.24.1.1.u2
Cover
Jun. 03, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 03, 2024
Entity Registrant Name BigBear.ai Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40031
Entity Tax Identification Number 85-4164597
Entity Address, Address Line One 6811 Benjamin Franklin Drive
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Columbia
Entity Address, State or Province MD
Entity Address, Postal Zip Code 21046
City Area Code 410
Local Phone Number 312-0885
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001836981
Amendment Flag false
Common stock, $0.0001 par value  
Document Information [Line Items]  
Title of 12(b) Security Common stock, $0.0001 par value
Trading Symbol BBAI
Security Exchange Name NYSE
Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share  
Document Information [Line Items]  
Title of 12(b) Security Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol BBAI.WS
Security Exchange Name NYSE
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