Item 5.07 Submission of Matters to a Vote of Security Holders
On June 14, 2023, SoFi Technologies, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2023.
1.To elect eleven nominees currently serving as members of the Company’s Board of Directors (“Board”) to serve on the Board for a one-year term expiring at the 2024 annual meeting of stockholders.
2.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
3.To ratify the selection of Deloitte & Touche LLP by the Audit Committee of the Board as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023.
4.To approve an Amendment to the Company’s Certificate of Incorporation to give the Board discretionary authority to effect a reverse stock split.
Holders of shares of common stock, par value $0.0001 per share, and redeemable preferred stock, par value $0.0000025 per share, as of the close of business on April 18, 2023 were each entitled to one vote per share and voted together as a single class on each of the proposals. The number of votes cast with respect to each matter voted upon are set forth below.
1.Election of Directors
| | | | | | | | | | | |
| Nominee | For | Withheld | Broker Non-Votes |
| Anthony Noto | 318,815,260 | 5,679,629 | 279,232,093 |
| Tom Hutton | 312,526,049 | 11,968,840 | 279,232,093 |
| Steven Freiberg | 301,706,444 | 22,788,445 | 279,232,093 |
| Ahmed Al-Hammadi | 313,744,362 | 10,750,527 | 279,232,093 |
| Ruzwana Bashir | 312,127,799 | 12,367,090 | 279,232,093 |
| Michael Bingle | 313,655,777 | 10,839,112 | 279,232,093 |
| Richard Costolo | 311,947,664 | 12,547,225 | 279,232,093 |
| John Hele | 316,468,533 | 8,026,356 | 279,232,093 |
| Clara Liang | 312,833,114 | 11,661,775 | 279,232,093 |
| Harvey Schwartz | 315,592,530 | 8,902,359 | 279,232,093 |
Magdalena Yeşil | 281,149,076 | 43,345,813 | 279,232,093 |
Based on the votes set forth above, each director nominee was duly elected to serve until the Company’s annual meeting of stockholders in 2024 and until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal.
2. Non-Binding Advisory Vote on Executive Compensation
| | | | | | | | |
| For | Against | Abstain |
| 240,886,420 | 78,502,818 | 5,105,651 |
Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the Company’s executive compensation.
3. Ratification of the Appointment of Deloitte & Touche LLP
| | | | | | | | |
| For | Against | Abstain |
| 595,503,864 | 4,518,419 | 3,704,699 |
Based on the votes set forth above, the stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
4. Approval of an Amendment to the Company's Certificate of Incorporation to Grant the Board the Discretionary Authority to Effect a Reverse Stock Split
| | | | | | | | |
| For | Against | Abstain |
| 433,761,212 | 165,284,577 | 4,681,193 |
Based on the votes set forth above, the stockholders did not approve an amendment to the Company’s Certificate of Incorporation to give the Board discretionary authority to effect a reverse stock split.
No other matters were submitted for stockholder action at the Annual Meeting.
