8-K: Katapult Holdings Shareholders Approve All Proposals at Annual Meeting, Elect Chris Masto to Board

Katapult Holdings, Inc. announced that all proposals presented at its Annual Meeting of Stockholders on June 6, 2025, were approved, including the election of Chris Masto as a Class I Director and the ratification of Grant Thornton LLP as the independent auditor.

Summary

• Katapult Holdings, Inc. held its Annual Meeting of Stockholders as a virtual meeting on June 6, 2025.
• As of the record date, April 10, 2024, there were 4,186,207 shares of common stock outstanding and entitled to vote.
• A total of 3,238,260 shares of Common Stock, representing approximately 77.35% of the outstanding shares, were present, constituting a quorum.
• Proposal 1: Chris Masto was elected as a Class I Director to the Board of Directors, to serve until the Company's 2028 Annual Meeting. Votes were 2,522,364 For, 47,453 Withheld, and 668,443 Broker Non-Votes.
• Proposal 2: The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified. Votes were 3,229,953 For, 7,754 Against, and 553 Abstentions.
• Proposal 3: The compensation of the Company’s named executive officers was approved on a non-binding, advisory basis. Votes were 2,428,108 For, 139,832 Against, 1,877 Abstentions, and 668,443 Broker Non-Votes.
• Proposal 4: On a non-binding advisory basis, the frequency of advisory votes of executive compensation was approved, with the majority voting for 'Every Year' (2,552,994 votes), compared to 1,836 for 'Every Two Years' and 9,814 for 'Every Three Years'.

Sentiment

Score: 7

Explanation: The sentiment is positive as all proposals were approved by shareholders, indicating strong support for the company's current governance and strategic direction. This suggests stability and alignment between management and investors.

Positives

• All four proposals presented at the Annual Meeting were approved by stockholders, indicating strong shareholder support for the company's governance and management.
• The election of Chris Masto as a Class I Director ensures continuity and stability on the Board.
• The ratification of Grant Thornton LLP as the independent auditor for 2025 demonstrates confidence in the company's financial oversight.
• A high quorum of 77.35% of outstanding shares was achieved, reflecting active shareholder participation.

Future Outlook

The document does not contain specific forward-looking statements or financial guidance beyond the election of a director to serve until the 2028 Annual Meeting and the ratification of auditors for the fiscal year ending December 31, 2025.

Management Comments

• The report was signed by Orlando Zayas, Chief Executive Officer, on behalf of Katapult Holdings, Inc.

Industry Context

This 8-K filing details routine corporate governance matters, specifically the results of an annual stockholder meeting. Such meetings are standard practice across all publicly traded companies to ensure accountability, elect directors, and approve key corporate actions, aligning with general industry governance practices.

Comparison to Industry Standards

• The approval of all proposals, including director election and auditor ratification, is consistent with typical outcomes for well-managed public companies, reflecting general shareholder alignment with management and board recommendations.
• The advisory vote on executive compensation and the frequency of such votes (with a majority favoring 'Every Year') aligns with increasing shareholder activism and best practices in corporate governance, where companies are encouraged to provide regular opportunities for shareholder feedback on executive pay, similar to companies like Apple Inc. or Microsoft Corp. which also hold annual 'Say-on-Pay' votes.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The approval of all proposals indicates that shareholders are generally aligned with the company's governance and management decisions, providing stability and clarity on key corporate matters.
• Management/Board: The election of the director and ratification of auditors confirms the board's composition and oversight mechanisms, while the advisory approval of executive compensation provides feedback on remuneration practices.
• Auditors: Grant Thornton LLP's appointment for the 2025 fiscal year is confirmed, ensuring continuity in external auditing services.

Next Steps

• Mr. Chris Masto will serve as a Class I Director until the Company's 2028 Annual Meeting of Stockholders.
• Grant Thornton LLP will serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Company is expected to continue holding advisory votes on executive compensation annually, consistent with the majority shareholder preference.

Key Dates

Recommendation

Keywords

Katapult Holdings, KPLT, Annual Meeting, Stockholders, Corporate Governance, Director Election, Auditor Ratification, Executive Compensation, Proxy Statement, Nasdaq, 8-K Filing