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 14, 2023
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 14, 2023, Remitly Global, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the shareholders of the Company voted on the following three proposals:
Proposal 1 — Election of Directors
The following nominees were elected to the Company’s Board of Directors to hold office for terms to expire upon the annual shareholders’ meeting to be held in 2026 and until their successors are elected and qualified, or until their earlier death, resignation or removal. The votes cast at the Annual Meeting were as follows:
Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
Bora Chung | 85,681,390 | 968,549 | 21,151,389 | |||||||||||||||||
Laurent Le Moal | 84,313,555 | 2,336,384 | 21,151,389 | |||||||||||||||||
Nigel Morris | 76,119,714 | 10,530,225 | 21,151,389 | |||||||||||||||||
Proposal 2 — Advisory Approval of Say-on-Pay Frequency Proposal
The shareholders approved, on an advisory basis, the holding of an advisory vote on the compensation of the Company's named executive officers every year.
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 86,261,314 | 150,631 | 229,928 | 8,066 | 21,151,389 | ||||||||||||||||||||||
In light of the voting results on this advisory vote, and consistent with its recommendation to its shareholders, the Company's Board of Directors has decided that the Company will hold an advisory vote on the compensation of the Company's named executive officers every year.
Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved based upon the following votes:
For | Against | Abstain | ||||||||||||
| 101,341,897 | 6,175,628 | 283,803 | ||||||||||||
Item 7.01 Regulation FD Disclosure.
In April 2023, the Talent and Compensation Committee of the Board of Directors of the Company granted equity compensation awards to certain executives and employees of the Company under the Company’s 2021 Equity Incentive Plan. While the Talent and Compensation Committee recommended that the Company’s Chief Executive Officer and Chairman of the Board of Directors, Matthew Oppenheimer, be included in these awards, Mr. Oppenheimer declined to be considered for an equity compensation award to support employee performance awards granted in the 2023 fiscal year in recognition of industry-wide shareholder focus on dilution.
The information in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document filed by the Company pursuant to the Exchange Act, regardless of any general incorporation language contained in such filing.
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Item 8.01 Other Events.
Effective June 14, 2023, the composition of each of the committees of the Board of Directors is as follows:
Committee | Members | |||||||
| Audit and Risk | Margaret Smyth (chair), Ryno Blignaut, Phyllis Campbell, and Phillip Riese | |||||||
| Nominating and Corporate Governance | Nigel Morris (chair), Phillip Riese | |||||||
| Talent and Compensation | Bora Chung (chair) and Laurent Le Moal | |||||||
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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.
| Remitly Global, Inc. | ||||||||
| Date: June 15, 2023 | By: | /s/ Saema Somalya | ||||||
Saema Somalya | ||||||||
| Executive Vice President, Legal and Risk | ||||||||
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