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8-K/A Say on Frequency 10-31-23 true 0000944809 0000944809 2023-06-22 2023-06-22

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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Pursuant to Section��13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): June 22, 2023

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(Exact Name of Registrant as Specified in its Charter)

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Registrant’s telephone number, including area code: (305)��575-4100

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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:

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☐ Written communications pursuant to Rule��425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule��14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule��14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule��13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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).

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Emerging growth company������������������☐������������������

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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.������������������������������������☐

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This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by ���˹���., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on June 23, 2023 (the “Original 8-K”). The purpose of this Amendment is to update the disclosure under “Item 5.07 Submission of Matters to a Vote of Security Holders” of the Original 8-K to provide information regarding the determination of the Board of Directors of the Company (the “Board”) as to how frequently the Company will conduct future stockholder advisory votes on the compensation of the Company’s named executive officers. No other changes are being made to the Original 8-K.

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Say-On-Frequency��Determination

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As previously reported, at the Annual Meeting of Stockholders of the Company held on June 22, 2023 (the “Annual Meeting”), the Company’s stockholders voted on, among other matters, a non-binding advisory vote regarding the frequency of future stockholder non-binding advisory votes on the compensation of the Company’s named executive officers. The frequency of one year received the highest number of votes cast by stockholders at the Annual Meeting. Based on these advisory vote results, the Board has determined that the Company will hold a stockholder non-binding advisory vote on executive compensation every year until the Board otherwise determines that a different frequency for such non-binding, advisory votes is in the best interest of the Company or until the next required vote on the frequency of such votes.

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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.

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