Clear Secure Inc.

06/10/2026 | Press release | Distributed by Public on 06/10/2026 14:53

Proxy Results, Amendments to Bylaws (Form 8-K)

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
Clear Secure Inc. published this content on June 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 10, 2026 at 20:53 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]