Compass Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$COMP
EDP Services
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): May 22, 2025
(Exact name of Registrant as Specified in Its Charter)
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| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (646) 982-0353
Not Applicable
(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 (see General Instructions A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
(e) Deferred Compensation Plan
On May 29, 2025, Compass, Inc. (the "Company") adopted the Compass, Inc. Deferred Compensation Plan for Directors & Employees (the "Plan"). The Plan is a non-qualified deferred compensation plan that allows the Company's independent directors and eligible executives selected by the Compensation Committee of the Company's Board of Directors ("Board") to defer the receipt of taxable income on up to 50% of base salary and 100% of other cash payments and equity awards in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended.
The above summary of the Plan is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
On May 22, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”). The stockholders of the Company voted on the following three proposals at the Annual Meeting, each of which is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2025:
1.To elect three Class I director nominees, Robert Reffkin, Frank Martell and Dawanna Williams, to serve on the Board of Directors until the Company’s 2028 annual meeting of stockholders and until their respective successors are elected and qualified;
2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2025; and
3.To approve, on an advisory basis, the 2024 compensation paid to the Company's named executive officers.
Regarding the voting on the proposals at the Annual Meeting, each share of Class A common stock represented one vote and each share of Class C common stock represented twenty votes. Class B common stock does not have voting rights.
1.Election of Class I Directors
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Robert Reffkin | 444.830.804 | 48,938,734 | 58,376,164 | 51,031,976 | ||||||||||
| Frank Martell | 430,690,157 | 63,070,297 | 58,385,248 | 51,031,976 | ||||||||||
| Dawanna Williams | 442,697,897 | 51,058,833 | 58,388,972 | 51,032 | ||||||||||
Based on the votes set forth above, each director nominee was duly elected to serve until the 2028 annual meeting of stockholders and until their successor is duly elected and qualified.
2.Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Public Accounting Firm for 2025
| For | Against | Abstain | ||||||
| 598,023,311 | 4,886,858 | 267,509 | ||||||
Based on the votes set forth above, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025.
3.Advisory Vote to Approve 2024 Named Executive Officers Compensation
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 525,432,382 | 26,460,422 | 252,898 | 51,031,976 | ||||||||
Based on the votes set forth above, the stockholders approved, on an advisory basis, the 2024 compensation of the Company’s named executive officers.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
Exhibit Number | Exhibit Title or Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMPASS, INC. | ||||||||||||||||||||
| Date: May 29, 2025 | By: | /s/ Brad Serwin | ||||||||||||||||||
| Brad Serwin | ||||||||||||||||||||
| General Counsel and Corporate Secretary | ||||||||||||||||||||