Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2022, the Board of Directors (the "Board") of Affirm Holdings,
Inc. (the "Company") appointed Libor Michalek as the Company's President,
effective immediately.
Prior to his appointment as President, Mr. Michalek served as the Company's
President, Technology, Risk and Operations and as a member of the Board since
May 2021. Mr. Michalek previously served as the Company's President, Technology
from 2018 to May 2021. Prior to joining the Company, Mr. Michalek served as an
Engineering Director at YouTube and Google. Prior to that, Mr. Michalek served
as the Chief Technology Officer of Slide, a personal media-sharing service,
which was acquired by Google in 2010. Mr. Michalek has also served in management
positions at Topspin, Egroups, Talarian, Thinking Machines Corporation, and the
National Center for Supercomputing Applications. Mr. Michalek earned his B.S. in
Computer Science from University of Illinois at Urbana-Champaign.
Mr. Michalek's compensation, which was disclosed in the Company's definitive
proxy statement on Schedule 14A filed with the Securities and Exchange
Commission on October 21, 2022 (the "Proxy Statement"), will not change as a
result of his appointment as President. Other than the foregoing, there are no
arrangements or understandings between Mr. Michalek or any other persons
pursuant to which Mr. Michalek was appointed as President, and he has no family
relationship with any of the Company's directors or executive officers. In
addition, there are no other transactions involving Mr. Michalek requiring
disclosure under Item 404(a) of Regulation S-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 5, 2022, the Company held its 2022 annual meeting of stockholders
(the "Annual Meeting"). The stockholders of the Company voted on the following
two proposals at the Annual Meeting, each of which is more fully described in
the Proxy Statement:
1.To elect three Class II directors, each to hold office until the Company's
2025 annual meeting of stockholders and until his or her successor has been duly
elected and qualified or until such director's earlier death, resignation or
removal; and
2.To ratify the selection of Deloitte & Touche LLP as the Company's independent
registered public accounting firm for the fiscal year ending June 30, 2023.
Holders of the Company's Class A common stock, par value $0.00001 per share (the
"Class A Common Stock"), were entitled to one vote on each proposal for each
share held as of the close of business on October 6, 2022 (the "Record Date"),
and holders of the Company's Class B common stock, par value $0.00001 per share
(the "Class B Common Stock"), were entitled to fifteen votes on each proposal
for each share held as of the close of business on the Record Date. The Class A
Common Stock and the Class B Common Stock voted as a single class on all
matters.
At the beginning of the Annual Meeting, present in person or by proxy were
holders of Class A Common Stock and Class B Common Stock together representing
76.2% of the combined voting power of all issued and outstanding shares of Class
A Common Stock and Class B Common Stock entitled to vote at the Annual Meeting,
constituting a quorum.
The final voting results for each of these proposals are detailed below.
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1.Election of Directors
Nominee Votes For Votes Withheld/Abstentions Broker Non-Votes
Jenny J. Ming 820,395,934 8,807,361 33,075,707
Christa S. Quarles 810,025,621 19,177,674 33,075,707
Keith Rabois 820,155,361 9,047,934 33,075,707
Each director nominee was duly elected as a Class II director to serve until the
Company's 2025 annual meeting of stockholders and until his or her successor has
been duly elected and qualified or until such director's earlier death,
resignation or removal.
2.Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For Votes Against Abstentions Broker Non-Votes
861,470,701 418,091 390,210 0
The stockholders ratified the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for the Company's fiscal
year ending June 30, 2023.
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