0001870997false00018709972022-05-262022-05-26

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):

May 26, 2022

LOYALTY VENTURES INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

 

001-40776

 

87-1353472

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

8235 DOUGLAS AVENUE, SUITE 1200

DALLAS, TX 75225

(Address and Zip Code of Principal Executive Offices)

(972) 338-5170

(Registrant’s Telephone Number, including Area Code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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

 

Name of each exchange on which registered

Common stock, par value $0.01 per share

 

LYLT

 

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 May 26, 2022, Loyalty Ventures Inc.’s (the “Company”) 2022 Annual Meeting of Stockholders (“Annual Meeting”) was held in a virtual-only format. A total of 23,085,319 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 93% of the Company’s shares outstanding as of March 28, 2022, the record date for the Annual Meeting. The matters voted on at the Annual Meeting and the results for each matter were as follows (totals may not sum due to rounding):

(a) Barbara L Rayner was re-elected as a Class I director, to hold office for a term of three years until the annual meeting of stockholders in 2025 and until her successor is duly elected and qualified.

Barbara L. Rayner

21,093,862

 

For

 

Against

446,731

 

Abstain

1,544,725

 

Broker Non-Votes

(b) The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022 was ratified by the Company’s stockholders.

22,767,910

 

For

308,786

 

Against

8,622

 

Abstain

The above proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 14, 2022.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Document Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

Loyalty Ventures Inc.

Date: May 26, 2022

By:

/s/ Cynthia L. Hageman

Cynthia L. Hageman

Executive Vice President, General Counsel and Secretary