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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): May 25, 2023
a.k.a. Brands Holding Corp.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | 001-40828 | 87-0970919 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
100 Montgomery Street, Suite 1600
San Francisco, California 94104
(Address of Principal Executive Offices, including Zip Code)
415-295-6085
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instructions A.2. below):
☐ 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: | | Trading Symbol(s): | | Name of each exchange on which registered: |
| Common Stock, par value $0.001 per share | | AKA | | 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. ☒
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described under Item 5.07 below, an amendment to the a.k.a. Brands Holding Corp. 2021 Omnibus Incentive Plan to increase the number of shares authorized for issuance thereunder by 10,000,000 shares (the “Amendment”) was approved by the shareholders of a.k.a. Brands Holding Corp. (the “Company”) and became effective on May 25, 2023. The material terms of the Amendment are summarized on pages 27 through 35 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2023, which description is incorporated herein by reference.
The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 25, 2023, the Company held its annual meeting of shareholders (the “Annual Meeting”). A total of 99,532,717 shares, or 77.10% of the total shares entitled to vote, were represented at the Annual Meeting. The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
1.The following nominees were elected to the Company's board of directors for terms ending at the 2026 annual meeting of shareholders:
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| For | Withheld | Broker Non-Votes |
| Simon Beard | 94,633,522 | | 3,009,061 | | 1,890,134 | |
| Wesley Bryett | 94,657,235 | | 2,985,348 | | 1,890,134 | |
| Sourav Ghosh | 96,326,550 | | 1,316,033 | | 1,890,134 | |
| Kelly Thompson | 93,636,069 | | 4,006,514 | | 1,890,134 | |
2.The Amendment was approved:
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| For: | 93,367,790 | |
| Against: | 4,270,961 | |
| Abstain: | 3,832 | |
| Broker Non-Votes: | 1,890,134 | |
3.The appointment of PricewaterhouseCoopers as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified:
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| For: | 99,173,347 | |
| Against: | 351,004 | |
| Abstain: | 8,366 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
| 10.1 | |
| 104 | Cover page interactive data file (embedded within the inline XBRL document) |
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 thereunto duly authorized.
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| | a.k.a. Brands Holding Corp. |
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| Date: May 30, 2023 | By: | /s/ Ciaran Long |
| | Name: | Ciaran Long |
| | Title: | Interim Chief Executive Officer and Chief Financial Officer |