UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 3.03 | Material Modifications to Rights of Security Holders. |
On April 24, 2023, WeWork Inc. (the “Company”) filed a certificate of amendment to the Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of Delaware to increase the total number of shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), that the Company will have authority to issue from 1,500,000,000 shares to 4,874,958,334 shares.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1, which is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 24, 2023, the Company held a special meeting of stockholders (the “Meeting”). Present at the Meeting in person or by proxy were holders of 535,805,627 shares of Class A Common Stock and Class C common stock, par value $0.0001 per share (the “Class C Common Stock” and, together with the Class A Common Stock, the “Common Stock”), of the Company, together representing 73.27% of the voting power of the shares of Common Stock as of the close of business on April 7, 2023, the record date of the Meeting, and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following items at the Meeting:
| 1. | To adopt the Charter Amendment (the “Authorized Shares Proposal”). |
| 2. | To approve, for purpose of the rules of the New York Stock Exchange (“NYSE”), the potential issuance of more than 19.99% of the outstanding shares, including more than one percent of the outstanding shares to a Related Party (as defined in the rules of the NYSE), of Class A Common Stock and Class C Common Stock (the “Stock Issuance Proposal”). |
| 3. | To adjourn the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes to approve any of the proposals at the time of the Meeting (the “Adjournment Proposal”). |
| 1. | The Authorized Shares Proposal |
| For |
Against |
Abstain | ||
| 530,484,842 |
5,048,782 | 272,003 |
Based on the votes set forth above, the stockholders approved the Authorized Shares Proposal. There were no broker non-votes on this proposal.
| 2. | The Stock Issuance Proposal |
| For |
Against |
Abstain | ||
| 530,923,494 |
4,817,065 | 65,067 |
Based on the votes set forth above, the stockholders approved the Stock Issuance Proposal. There were no broker non-votes on this proposal.
| 3. | The Adjournment Proposal |
As sufficient shares were voted in favor of the Authorized Shares Proposal and Stock Issuance Proposal, the Adjournment Proposal was rendered moot and was not presented at the Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of WeWork Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| WEWORK INC. | ||||
| Date: April 24, 2023 | By: | /s/ Pamela Swidler | ||
| Name: | Pamela Swidler | |||
| Title: | Chief Legal Officer | |||
[Signature Page to Special Meeting Results 8-K]