Clear Secure Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2026
(Exact name of Registrant as specified in its charter)
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) (Zip Code) | |||||||||||
(646 ) 723-1404
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 10, 2026, Clear Secure, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the "Annual Meeting”). At the Annual Meeting, the holders of Common Stock (as defined below) approved, among other things, amendments to the Company’s Third Amended and Restated Certificate of Incorporation (the “Amendments”) to (i) remove certain supermajority vote requirements and (ii) clarify the officer exculpation provision, as more fully described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 22, 2026 (the “2026 Proxy Statement”). The Amendments became effective upon the filing of the Company’s Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Securityholders.
On June 10, 2026, the Company held the Annual Meeting. In accordance with the Company’s Third Amended and Restated Certificate of Incorporation, holders of Class A common stock, $0.00001 par value per share (“Class A Common Stock”) and Class C common stock, $0.00001 par value per share (“Class C Common Stock”) have one vote per share, and holders of Class B common stock, $0.00001 par value per share (“Class B Common Stock”) and Class D common stock, $0.00001 par value per share (“Class D Common Stock,” and, collectively with the Class A Common Stock, Class B Common Stock and Class C Common Stock, the “Common Stock”) have twenty votes per share. The proposals are described in the 2026 Proxy Statement. The final results for the votes regarding each proposal are set forth below.
1.The Company’s holders of Common Stock, voting together as a single class, elected nine directors listed below to the Board of Directors. The votes regarding this proposal were as follows:
| For | Withheld | Broker Non-Votes | |||||||||
| Caryn Seidman Becker | 473,020,343 | 1,215,071 | 8,205,243 | ||||||||
| Michael Z. Barkin | 472,933,564 | 1,301,850 | 8,205,243 | ||||||||
| Jeffery H. Boyd | 472,661,532 | 1,573,882 | 8,205,243 | ||||||||
| Tomago Collins | 473,109,666 | 1,125,748 | 8,205,243 | ||||||||
| Shawn Henry | 473,931,211 | 304,203 | 8,205,243 | ||||||||
| Kathryn Hollister | 473,425,280 | 810,134 | 8,205,243 | ||||||||
| Marne Levine | 473,592,251 | 643,163 | 8,205,243 | ||||||||
| Peter Scher | 473,390,097 | 845,317 | 8,205,243 | ||||||||
| Adam J. Wiener | 472,466,880 | 1,768,534 | 8,205,243 | ||||||||
2.The Company’s holders of Common Stock, voting together as a single class, ratified the appointment of the Company’s independent registered public accounting firm for the 2026 fiscal year. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 482,403,423 | 11,115 | 26,119 | 0 | ||||||||
3.The Company’s holders of Common Stock, voting together as a single class, approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 452,365,461 | 21,832,937 | 37,016 | 8,205,243 | ||||||||
4.The Company’s holders of Common Stock, voting together as a single class, approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to remove certain supermajority vote requirements. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 470,948,879 | 3,271,238 | 15,297 | 8,205,243 | ||||||||
5.The Company’s holders of Common Stock, voting together as a single class, approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to clarify the officer exculpation provision. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 471,634,813 | 2,516,586 | 84,015 | 8,205,243 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CLEAR SECURE, INC. | |||||||||||||||||
Date: | June 10, 2026 | By: | /s/ Emma Barnett Bauman | ||||||||||||||
| Name: Emma Barnett Bauman | |||||||||||||||||
| Title: Senior Vice President & Secretary | |||||||||||||||||