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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 7, 2024

 

 

First Advantage Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-31666

84-3884690

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1 Concourse Parkway NE

Suite 200

 

Atlanta, Georgia

 

30328

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 888 314-9761

 

Not Applicable

(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 class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

FA

 

The 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 ☐

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 7, 2024, First Advantage Corporation (the "Company") held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 139,074,110 shares of the Company’s common stock, or approximately 96% of the 145,195,872 shares entitled to vote at the Annual Meeting, were present in person or by proxy. Below are the final voting results for the following three proposals submitted to the Company’s stockholders, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting, dated April 25, 2024, filed with the Securities and Exchange Commission.

Proposal No. 1-Election of Directors. The stockholders elected the individuals listed below as Class III directors to serve on the Company’s Board of Directors for a three-year term expiring in 2027. The voting results were as follows:

Name

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

 

Joseph Osnoss

 

 

110,588,707

 

 

 

26,747,208

 

 

 

1,738,195

 

John Rudella

 

 

123,334,028

 

 

 

14,001,887

 

 

 

1,738,195

 

Judith Sim

 

 

120,549,784

 

 

 

17,199,813

 

 

 

1,324,513

 

Proposal No. 2-Ratification of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows:

Votes For

 

 

Votes Against

 

 

Votes Abstained

 

 

Broker Non-Votes

 

138,981,176

 

 

 

45,122

 

 

 

47,812

 

 

N/A

Proposal No. 3-Advisory Vote on Compensation of Named Executive Officers. The stockholders approved, on an advisory (non-binding) basis, the compensation of our named executive officers. The voting results were as follows:

Votes For

 

 

Votes Against

 

 

Votes Abstained

 

 

Broker Non-Votes

 

 

136,103,838

 

 

 

1,668,866

 

 

 

426

 

 

 

1,300,980

 

 

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.

 

 

 

FIRST ADVANTAGE CORPORATION

 

 

 

 

Date:

June 10, 2024

By:

/s/ David L. Gamsey

 

 

 

Name: David L. Gamsey
Title: Executive Vice President & Chief Financial Officer

 

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Document And Entity Information
Jun. 07, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Jun. 07, 2024
Entity Registrant Name First Advantage Corporation
Entity Central Index Key 0001210677
Entity Emerging Growth Company false
Entity File Number 001-31666
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 84-3884690
Entity Address, Address Line One 1 Concourse Parkway NE
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30328
City Area Code 888
Local Phone Number 314-9761
Entity Information, Former Legal or Registered Name Not Applicable
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol FA
Security Exchange Name NASDAQ
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