On the Closing Date, VIZIO notified The New York Stock Exchange (“NYSE”) of the consummation of the Merger and requested that NYSE (1) suspend trading of the Class A Common Stock, (2) withdraw the Class A Common Stock from listing on NYSE, and (3) file with the SEC on Form 25 a notification of delisting and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist the Class A Common Stock from NYSE. As a result, trading of the Class A Common Stock on NYSE was suspended prior to the opening of NYSE on the Closing Date. After effectiveness of the Form 25, VIZIO intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of the Class A Common Stock under the Exchange Act and suspend VIZIO’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 hereof) was converted, at the Effective Time, into the right to receive the Per Share Price. Accordingly, at the Effective Time, the holders of such shares of Common Stock ceased to have any rights as stockholders of VIZIO, other than the right to receive the Per Share Price.
Item 4.01 |
Change in Registrant’s Certifying Accountant. |
Dismissal of independent registered public accounting firm
On the Closing Date, but prior to the Effective Time, the Audit Committee of the board of directors of VIZIO (the “Board”) approved the dismissal of KPMG LLP (“KPMG”) as VIZIO’s independent registered public accounting firm in connection with the Merger, effective as of the Effective Time.
The audit reports of KPMG on the consolidated financial statements of VIZIO as of and for the years ended December 31, 2023 and 2022, and on the effectiveness of internal control over financial reporting as of December 31, 2023 and 2022, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that KPMG’s report dated March 1, 2023 indicated VIZIO did not maintain effective internal control over financial reporting as of December 31, 2022 because of the effect of a material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that a material weakness related to ineffectively designed controls that address the completeness, accuracy, and reliability of information used in the Company’s accrual of price protection incentives had been identified and included in management’s assessment (“2022 Material Weakness”).
During the years ended December 31, 2023 and 2022, and the subsequent interim period from January 1, 2024 through the Closing Date, there were no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between VIZIO and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference to the subject matter of such disagreements in connection with its reports on VIZIO’s consolidated financial statements for such years.
During the years ended December 31, 2023 and 2022, and the subsequent interim period from January 1, 2024 through the Closing Date, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the 2022 Material Weakness that was reported in Part II, Item 9A of VIZIO’s Annual Reports on Form 10-K for the fiscal year ended December 31, 2022. The 2022 Material Weakness was not remediated until December 31, 2023, as reported in Part II, Item 9A of VIZIO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
VIZIO provided KPMG with a copy of the disclosures it is making herein and has requested that KPMG furnish VIZIO with a letter addressed to the SEC stating whether or not it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of KPMG’s letter, dated December 3, 2024, is filed as Exhibit 16.1 hereto.