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Affirm Holdings, Inc. 8-K Report, Shareholder Vote Results (Dec 8, 2023)

Filed December 8, 2023For Securities:AFRM

Summary

Affirm Holdings, Inc. filed an 8-K on December 8, 2023, detailing the outcomes of its 2023 annual meeting of stockholders held on December 4, 2023. All proposals presented to shareholders passed with significant support, including the election of three Class III directors, the ratification of Deloitte & Touche LLP as the independent auditor for FY2024, and the advisory approval of executive compensation. The meeting saw strong shareholder participation, with a quorum represented by 77.42% of the combined voting power. In addition to the shareholder meeting results, the company announced a significant capital allocation decision. On December 6, 2023, Affirm's board authorized the repurchase of up to $800 million in aggregate principal amount of its outstanding 0% Convertible Senior Notes due 2026. This new authorization, effective from January 1, 2024, to December 31, 2024, succeeds a previous authorization that expires at the end of 2023. The repurchase is intended to manage its outstanding debt obligations and is subject to liquidity and market conditions.

Key Highlights

  • 1All three proposals voted on at the 2023 Annual Meeting of Stockholders passed: election of directors, ratification of independent auditors, and advisory approval of executive compensation.
  • 2Director nominees Max Levchin, Jeremy Liew, and James D. White were re-elected to serve until the 2026 annual meeting.
  • 3Deloitte & Touche LLP was ratified as Affirm's independent registered public accounting firm for the fiscal year ending June 30, 2024.
  • 4Shareholders provided advisory approval for the compensation of named executive officers.
  • 5A quorum of 77.42% of the combined voting power of Class A and Class B common stock was present at the Annual Meeting.
  • 6Affirm's board authorized a new repurchase program of up to $800 million of its 0% Convertible Senior Notes due 2026, effective January 1, 2024, through December 31, 2024.
  • 7This new repurchase authorization replaces a similar $800 million authorization that expires on December 31, 2023.

Frequently Asked Questions

The key outcomes include the re-election of three Class III directors (Max Levchin, Jeremy Liew, and James D. White), the ratification of Deloitte & Touche LLP as the independent auditor for Fiscal Year 2024, and the advisory approval of the compensation for the company's named executive officers. All proposals passed with strong shareholder support.

This authorization allows Affirm to potentially buy back up to $800 million of its 0% Convertible Senior Notes due 2026 between January 1, 2024, and December 31, 2024. It signals management's intent to manage its debt structure and capital allocation, potentially reducing outstanding debt and interest exposure. This is a continuation of a similar program that expires at the end of 2023.

No, there are no guarantees. The repurchase is subject to Affirm's available liquidity, general market and economic conditions, and other factors. The company is not obligated to repurchase any minimum principal amount.

If Affirm repurchases the full $800 million, approximately $626 million in aggregate principal amount of the 2026 Notes will remain outstanding with unchanged terms. The company will pay cash for these repurchases and receive and cancel the notes.