--12-310001579214false00015792142024-05-212024-05-21
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
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Date of Report (Date of earliest event reported): May 21, 2024 |
Emerald Holding, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-38076 |
42-1775077 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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100 Broadway, 14th Floor |
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New York, New York |
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10005 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (949) 226-5700 |
(Former Name or Former Address, if Changed Since Last Report)
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:
☐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:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share |
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EEX |
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New 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 ☐
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Stockholders of Emerald Holding, Inc. (the “Company”) held on May 21, 2024 (the “Annual Meeting”), the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) described in Item 5.07 of this Current Report on Form 8-K under “Proposal 3” (the “Charter Amendment”). The Charter Amendment was previously approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval.
The Charter Amendment became effective upon the filing of a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 23, 2024.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2024, the Company held the Annual Meeting, at which a quorum was present in person or by proxy.
At the Annual Meeting, holders as of the record date of April 1, 2024 (the “Record Date”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), outstanding on the date of the Annual Meeting voted upon:
•Proposal 1: Re-election of Anthony Munk and Hervé Sedky as Class I directors to the Board, to hold office until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;
•Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and
•Proposal 3: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law.
In addition to the vote by holders of Common Stock on Proposals 1 through 3 above, the Company solicited proxies from the holders as of the Record Date of the Company’s Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”). To the extent such shares of Series A Preferred Stock were outstanding as of the date of the Annual Meeting, holders of the Series A Preferred Stock would have been entitled to (i) vote on an as-converted basis, as a single class with holders of the Common Stock, on Proposals (1) through (3) above, and (ii) vote to re-elect David Levin and Linda Clarizio as Preferred Stock directors to the Company’s Board to hold office until the 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
As disclosed in the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 11, 2024 (the “Definitive Proxy Statement”), in the event that the Series A Preferred Stock was converted prior to the date of the Annual Meeting, the Series A Preferred Stock would cease to be outstanding on the date of the Annual Meeting and the holders thereof would not have been entitled to vote on an as-converted basis with the holders of Common Stock on Proposals 1 through 3 above, and the individuals nominated for election as Preferred Stock directors would no longer be subject to re-election as Preferred Stock directors. In such case, as described in the Definitive Proxy Statement, there would be held a contingent vote of holders of Common Stock for (i) the election of Ms. Clarizio as a Class I director, to hold office until the 2027 Annual Meeting of Stockholders or until her successor is duly elected and qualified and (ii) the election of Mr. Levin as a Class III director, to hold office until the 2026 Annual Meeting of Stockholders or until his successor is duly elected or qualified (the “Contingent Election”).
On April 18, 2024, the Company announced that all of the outstanding shares of Series A Preferred Stock would be converted into shares of Common Stock effective May 2, 2024 (the “Conversion Date”). Following the Conversion Date, no shares of Series A Preferred Stock remained issued or outstanding and all rights of the former holders of Series A Preferred Stock were terminated. As a result of the conversion of the Series A Preferred Stock, the former holders of the Series A Preferred Stock as of the Record Date were not entitled to vote at the Annual Meeting, and the provisions for the Contingent Election of each of Ms. Clarizio and Mr. Levin by holders of Common Stock became effective.
At the Annual Meeting, as only holders as of the Record Date of shares of Common Stock outstanding on the date of the Annual Meeting were entitled to vote on the proposals presented. Such holders voted to approve each of: (i) the re-election of Messrs. Munk and Sedky as Class I directors; (ii) the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm; and (iii) the amendment to the Company’s Amended and Restated Certificate of Incorporation limiting the liability of certain officers of the Company. In addition, the holders as of the Record Date of shares of Common Stock outstanding on the date of the Annual Meeting voted to approve the Contingent Election of each of Ms. Clarizio, as a Class I director, and Mr. Levin, as a Class III director.
As of the Record Date, there were 63,053,356 shares of Common Stock outstanding. At the Annual Meeting, holders of a total of 46,921,955 shares of Common Stock were present in person or represented by proxy, representing a quorum. The results of the votes cast at the Annual Meeting are set forth below:
Proposal One: Election of Directors
(a)Re-Election of Class I Directors
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Nominees |
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For |
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Withheld |
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Broker Non-Votes |
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Anthony Munk |
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40,250,304 |
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3,595,056 |
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3,076,595 |
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Hervé Sedky |
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41,453,970 |
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2,391,390 |
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3,076,595 |
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(b)Contingent Election of Class I and Class III Directors
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Nominees |
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For |
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Withheld |
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Broker Non-Votes |
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Lynda Clarizio |
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41,521,017 |
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2,324,343 |
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3,076,595 |
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David Levin |
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41,513,076 |
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2,332,284 |
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3,076,595 |
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Proposal Two: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the current fiscal year
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For |
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45,146,665 |
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Against |
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1,772,216 |
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Abstain |
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3,074 |
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Broker Non-Votes |
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— |
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Proposal Three: Approval of Amendment to the Company’s Certificate of Incorporation to Limit the Liability of Certain Officers
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For |
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41,050,285 |
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Against |
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1,038,281 |
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Abstain |
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1,756,794 |
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Broker Non-Votes |
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3,076,595 |
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Item 9.01 Financial Statements and Exhibits.
SIGNATURES
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.
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EMERALD HOLDING, INC. |
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Date: |
May 28, 2024 |
By: |
/s/ David Doft |
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Name: David Doft Title: Chief Financial Officer |
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
EMERALD HOLDING, INC.
(a Delaware corporation)
EMERALD HOLDING, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
a.The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on April 26, 2013 (the “Original Certificate of Incorporation”) under the name Expo Event Holdco, Inc.; amended and restated the Original Certificate of Incorporation on June 13, 2013 (the “First Amended and Restated Certificate of Incorporation”); further amended the First Amended and Restated Certificate of Incorporation on each of March 27, 2014, March 29, 2017 and April 10, 2017; amended and restated the First Amended and Restated Certificate of Incorporation (as amended prior to the date thereof on April 27, 2017 (the “Second Amended and Restated Certificate of Incorporation); and amended the Second Amended and Restated Certificate of Incorporation on February 3, 2020.
b.The board of directors of the Corporation (the “Board of Directors”) has adopted resolutions proposing to amend Article VIII of the Second Amended and Restated Certificate of Incorporation, and the stockholders of the Corporation have duly approved such amendment.
c.This Certificate of Amendment shall become effective upon its filing with the Secretary of State of the State of Delaware.
d.Pursuant to Section 242 of the Delaware General Corporation Law (as it may be amended from time to time, the “DGCL”), Article VIII of the Second Amended and Restated Certificate of Incorporation, as amended prior to the date hereof, is hereby amended by deleting Article VIII thereof and inserting the following in lieu thereof:
ARTICLE VIII.
A.The Corporation shall, through its bylaws or otherwise, indemnify and advance expenses to the fullest extent permitted under the DGCL, as it now exists or as amended from time to time, to any person who is or was a director or officer of the Corporation or its subsidiaries. The Corporation may, by action of the Board of Directors, provide rights to indemnification and to advancement of expenses to such other employees or agents of the Corporation or its subsidiaries to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by the DGCL.
B.To the fullest extent permitted by the DGCL, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
C.To the fullest extent permitted by the DGCL, an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except for liability (i) for any breach of the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the officer derived an improper personal benefit, or (iv) in any action by or in the right of the Corporation. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Any repeal or modification of the foregoing paragraphs (B) or (C) shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.
[Signature page on next page]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this 22nd day of May, 2024.
EMERALD HOLDING, INC.
By: /s/ David Doft
Name: David Doft
Title: Chief Financial Officer
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May 21, 2024 |
Cover [Abstract] |
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Current Fiscal Year End Date |
--12-31
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Document Period End Date |
May 21, 2024
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Emerald Holding, Inc.
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Entity Central Index Key |
0001579214
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Entity Emerging Growth Company |
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Entity Incorporation, State or Country Code |
DE
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100 Broadway, 14th Floor
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Entity Address, City or Town |
New York
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NY
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