0001816233false00018162332023-06-062023-06-060001816233us-gaap:CommonClassAMember2023-06-062023-06-060001816233shcr:RedeemableWarrantsMember2023-06-062023-06-06


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 6, 2023
SHARECARE, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-39535
85-1365053
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
255 East Paces Ferry Road NE, Suite 700
Atlanta, Georgia 30305
(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 671-4000
N/A
(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:
Title of each classTrading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share
SHCRThe Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per shareSHCRWThe Nasdaq Stock Market LLC

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 6, 2023, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on: (1) the election of Class II directors; and (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

A total of 271,908,264 shares were represented in person or by valid proxy at the Annual Meeting.

Proposal 1: Election of Class II Directors
Stockholders elected the four Class II directors to serve a three-year term until the annual meeting of stockholders to be held in 2026. The vote totals for each of these individuals is below:

Director NameVotes ForVotes AgainstAbstentions
Jeff Allred117,488,920066,217,143
Ken Goulet172,065,317011,640,746
Brent Layton166,144,577017,561,486
Alan Mnuchin169,480,972014,225,091

There were 88,202,201 broker non-votes with respect to each director nominee listed above.

Proposal 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm
Based on the final voting results, the Company’s stockholders ratified the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023, by the vote indicated below:

Votes ForVotes AgainstAbstentions
265,814,7675,582,917510,580


































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.


SHARECARE, INC.


Dated: June 7, 2023
By: /s/ Carrie Ratliff
Name: Carrie Ratliff
Title: Chief Legal Officer



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