Business Context and Reporting Period
LifeStance Health Group, Inc. filed this Form 8-K on June 4, 2024, reporting matters voted on at its annual meeting of stockholders held June 3, 2024. The company’s common stock trades on Nasdaq under the symbol LFST.
Annual Meeting Results
| Proposal | Result |
|---|---|
| Election of Class III directors | All three nominees elected to three-year terms |
| Ratification of PricewaterhouseCoopers LLP | Approved as independent registered public accounting firm for the year ending December 31, 2024 |
| Advisory vote on named executive officer compensation | Approved on a non-binding advisory basis |
| Frequency of compensation advisory vote | Annual vote approved; the Board will hold the vote every year |
Director Election Vote
| Nominee | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| Kenneth Burdick | 296,275,655 | 39,857,449 | 15,918,580 |
| Jeffrey Rhodes | 291,334,953 | 44,319,757 | 16,396,974 |
| William Miller | 296,766,053 | 40,026,251 | 15,259,380 |
Other Voting Results
- Auditor ratification: 339,827,488 for, 370,822 against, and 11,853,374 abstentions.
- Executive compensation: 282,059,174 for, 50,777,777 against, 3,982,869 withheld, and 15,231,864 broker non-votes.
- Vote frequency: 322,160,935 votes favored annual voting, compared with 58,179 for every two years, 11,299,991 for every three years, and 15,231,864 broker non-votes.
Financial Metrics, Liquidity, and Debt
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, operating results, or other financial metrics.
Material Changes, Outlook, and Risks
The filing does not report changes to financial guidance, operating outlook, contingencies, risk factors, or unusual financial items. The principal governance change is the Board’s determination to conduct the advisory executive-compensation vote annually.
Investor Verification Items
- Verify the elected Class III directors and their three-year terms.
- Confirm PricewaterhouseCoopers LLP’s appointment for the year ending December 31, 2024.
- Review the level of opposition to the executive-compensation advisory proposal, including the 50,777,777 votes against.
- Confirm that future advisory compensation votes will occur annually.
- Consult the company’s periodic financial filings for financial performance, liquidity, leverage, guidance, and risk disclosures not included in this 8-K.