CS Disco, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CS Disco, Inc. on July 12, 2022, to disclose the results of the Company's 2022 Annual Meeting of Stockholders held on the same date. The Company is incorporated in Delaware and its common stock trades on the New York Stock Exchange under the symbol "LAW".
Key Financial Metrics
This filing is a current report regarding corporate governance and stockholder votes. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes and Voting Results
The filing details the outcomes of three proposals voted upon by stockholders. As of the record date (May 23, 2022), 58,634,907 shares were outstanding and entitled to vote.
- Election of Directors: Stockholders elected Kiwi Camara, Tyson Baber, and Robert P. Goodman as Class I directors for terms ending in 2025. All nominees received significant support, with votes withheld ranging from approximately 2.3 million to 3.2 million shares.
- Ratification of Auditors: Stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. The proposal passed with 54,464,834.89 votes for and 361.14 votes against.
- CEO Performance Award: Stockholders approved a nonstatutory stock option grant to CEO Kiwi Camara. Approval required meeting two standards: the NYSE/Bylaws Standard and the Disinterested Standard. The proposal received approximately 86.4% affirmative votes under both standards (36,152,843.66 votes for vs. 5,699,225.38 votes against).
Guidance, Outlook, and Risks
The filing does not provide management commentary on financial guidance, future outlook, or specific risk factors. The primary focus is the administrative confirmation of the CEO Performance Award, the terms of which were previously disclosed in the Company's proxy statement filed on May 31, 2022.
Key Facts for Investor Verification
- Verify the specific terms and vesting conditions of the CEO Performance Award approved on July 12, 2022, by reviewing the Company's proxy statement filed on May 31, 2022.
- Confirm the total number of shares outstanding and the breakdown of broker non-votes (12,843,876.97) which impacted the voting thresholds.
- Note that the Company is classified as an emerging growth company.
- Review the upcoming fiscal year end of December 31, 2022, for which Ernst & Young LLP has been ratified as the auditor.