8-K: Thryv Holdings Stockholders Elect Directors, Approve Key Proposals at Annual Meeting

Thryv Holdings, Inc. announced the successful election of two Class II directors and the approval of all management-backed proposals, including auditor ratification and executive compensation, at its annual meeting held on June 12, 2025.

Summary

• At the annual meeting of stockholders held on June 12, 2025, Thryv Holdings, Inc. stockholders elected two Class II directors to the Board of Directors.
• Ryan OHara was elected with 27,433,710 votes FOR, 6,788,631 WITHHELD, and 4,000,325 BROKER NON-VOTES.
• Lou Orfanos was elected with 33,106,606 votes FOR, 1,115,735 WITHHELD, and 4,000,325 BROKER NON-VOTES.
• Both elected directors will serve a three-year term expiring at the 2028 annual meeting of stockholders.
• Stockholders ratified the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the year ending December 31, 2025, with 38,175,171 FOR, 35,543 AGAINST, and 11,952 ABSTAIN.
• An advisory (non-binding) vote to approve the compensation of the company's named executive officers passed with 33,705,054 FOR, 510,341 AGAINST, 6,946 ABSTAIN, and 4,000,325 BROKER NON-VOTES.
• An amendment to the company's fourth amended and restated certificate of incorporation to adjust voting requirements for certain future amendments was approved with 34,152,242 FOR, 68,482 AGAINST, 1,617 ABSTAIN, and 4,000,325 BROKER NON-VOTES.

Sentiment

Score: 7

Explanation: The document reports the successful outcome of the annual meeting, with all directors elected and all proposals approved by stockholders, indicating stable corporate governance and shareholder alignment.

Positives

• All proposed directors were successfully elected by stockholders.
• The appointment of Grant Thornton LLP as the independent auditor was overwhelmingly ratified, indicating strong confidence in financial oversight.
• The advisory vote on executive compensation received significant shareholder approval, suggesting alignment between executive pay and shareholder interests.
• An amendment to the certificate of incorporation was approved, which may streamline future corporate governance processes.

Future Outlook

The document does not contain specific forward-looking statements or guidance beyond the term expiry of the elected directors.

Industry Context

This 8-K filing details the routine outcomes of an annual stockholder meeting, a standard corporate governance event for publicly traded companies. The results indicate typical shareholder engagement and approval of board and management proposals, consistent with general industry practices for well-governed companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Demonstrated support for the current board and management, and approved changes to corporate governance and executive compensation.
• Management: Received a vote of confidence from shareholders on key proposals and director elections.
• Auditors: Grant Thornton LLP's appointment was ratified, confirming their role for the upcoming fiscal year.

Next Steps

• The elected Class II directors, Ryan OHara and Lou Orfanos, will serve their three-year terms until the 2028 annual meeting of stockholders.

Key Dates

Recommendation

Keywords

Thryv Holdings, THRY, SEC filing, 8-K, annual meeting, stockholder vote, director election, corporate governance, executive compensation, auditor ratification, certificate of incorporation amendment