ARKO Corp. Form 8-K Summary
Filing date: June 9, 2023, reporting events occurring primarily on June 7, 2023. The filing covers board appointments, the 2023 Annual Meeting of Stockholders, and restoration of Nasdaq Audit Committee compliance.
Business Context and Reporting Period
ARKO Corp. operates through GPM Investments, LLC. This Form 8-K is not a quarterly or annual financial report and does not provide revenue, earnings, cash flow, balance sheet, debt, liquidity, or margin information.
Corporate Governance and Board Changes
- Avram (Avi) Friedman was appointed to the Board, filling the vacancy created by Starlette Johnson’s resignation. His term runs through the 2025 Annual Meeting, subject to earlier termination.
- Laura Karet was appointed to a newly created Board seat. The Board was expanded from seven to eight directors, and her term runs through the 2024 Annual Meeting, subject to earlier termination.
- Mr. Friedman joined the Audit Committee and Compensation Committee.
- Ms. Karet joined the Audit Committee and Nominating and Governance Committee.
- The Board determined that both directors are independent under SEC and Nasdaq rules.
- Both directors will receive the company’s standard non-employee director compensation, including cash compensation and restricted stock unit grants, and entered into standard indemnification agreements.
2023 Annual Meeting Voting Results
| Proposal | For | Against | Withheld/Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Andrew R. Heyer | 87,742,948 | — | 17,776,202 withheld | 8,352,081 |
| Election of Steven J. Heyer | 89,667,361 | — | 15,851,789 withheld | 8,352,081 |
| Advisory approval of named executive officer compensation | 99,036,636 | 6,347,980 | 134,534 abstentions | 8,352,081 |
| Officer liability limitation amendment | 94,813,734 | 10,703,523 | 1,893 abstentions | 8,352,081 |
| Ratification of Grant Thornton as independent auditor | 113,798,466 | 72,165 | 600 abstentions | — |
Material Changes, Outlook, and Risks
- Nasdaq had notified ARKO on June 2, 2023 that the company was not in compliance with Audit Committee composition requirements following Ms. Johnson’s resignation.
- Following the appointments of Mr. Friedman and Ms. Karet to the Audit Committee, Nasdaq confirmed on June 7, 2023 that ARKO was again compliant with Nasdaq Listing Rule 5605(c)(2)(A).
- The filing contains no financial guidance, operating outlook, material contingency, debt update, liquidity update, or unusual financial item.
- The filing states that there were no undisclosed arrangements or understandings related to either appointment, no reportable related-party transactions involving either director, and no family relationships with existing directors or executive officers.
Key Facts Investors Should Verify
- Whether the addition of two directors changes Board committee composition, oversight, or future governance priorities.
- The terms and value of the standard director cash compensation and restricted stock unit awards.
- Any subsequent filings providing financial results, leverage, liquidity, operating trends, or management guidance, none of which are included in this 8-K.
- The voting outcomes and implementation of the approved officer liability limitation amendment.