Business Context and Reporting Period
This Form 8-K reports on the results of the 2019 Annual Meeting of Stockholders held by Verra Mobility Corporation on June 25, 2019. The Company is incorporated in Delaware and its Class A common stock trades on the Nasdaq Capital Market under the symbol VRRM. As of the record date (May 6, 2019), there were 158,556,642 shares of Class A Common Stock issued, outstanding, and entitled to vote.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Voting Results
Stockholders voted on two proposals at the Annual Meeting:
- Election of Directors: Stockholders elected two Class I directors to serve until the 2022 annual meeting.
- Cynthia Russo: 117,108,384 votes For; 641,807 votes Withheld; 6,853,042 Broker Non-Votes.
- Douglas Davis: 117,108,457 votes For; 641,734 votes Withheld; 6,853,042 Broker Non-Votes.
- Ratification of Independent Auditor: Stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.
- Votes For: 117,279,870
- Votes Against: 7,213,751
- Abstentions: 109,612
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors. The report strictly details the submission of matters to a vote of security holders.
Key Facts for Investor Verification
- Verify the tenure of the newly elected directors (Cynthia Russo and Douglas Davis) through the 2022 annual meeting.
- Confirm the appointment of Ernst & Young LLP as the auditor for the fiscal year ending December 31, 2019.
- Note the significant number of broker non-votes (approx. 6.85 million) regarding the director elections, which may indicate shares held in street name where brokers lacked discretionary voting power.
- Review the definitive proxy statement (Schedule 14A) filed on May 9, 2019, for detailed background on the nominees and proposals.