8-K0001662991FALSE00016629912025-06-102025-06-10
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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 | |
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| FORM 8-K | |
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| CURRENT REPORT | |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): June 10, 2025
Sezzle Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-41781 | | 81-0971660 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
700 Nicollet Mall
Suite 640
Minneapolis, MN 55402
(Address of principal executive offices, including zip code)
+1 (651) 240 6001
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.00001 per share | SEZL | The Nasdaq Stock Market LLC |
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).
Emerging growth company ☒
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Sezzle Inc. (the “Company”) was held on June 10, 2025. The items considered at the Annual Meeting are described as Proposals 1 through 3 in Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2025 (the “Proxy Statement”). The final voting results for each of the proposals submitted to a vote of the shareholders are set forth below.
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| Proposal One: Election of Directors |
| FOR | WITHHELD | NON VOTES |
| Kyle Brehm | 21,370,490 | 937,464 | 5,998,762 |
| Stephen East | 21,031,611 | 1,276,343 | 5,998,762 |
| Paul Paradis | 21,513,329 | 794,625 | 5,998,762 |
| Karen Webster | 20,715,760 | 1,592,194 | 5,998,762 |
| Charles Youakim | 22,229,486 | 78,468 | 5,998,762 |
Proposal Two: Ratification of the Audit and Risk Committee’s selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025
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| FOR | AGAINST | ABSTAIN |
| 28,279,470 | 7,510 | 19,736 |
Proposal Three: Advisory vote to approve executive compensation
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| FOR | AGAINST | ABSTAIN | NON VOTES |
| 22,065,307 | 195,097 | 47,550 | 5,998,762 |
No other matters were brought before the Annual Meeting and no other votes were held.
SIGNATURE
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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| SEZZLE INC. |
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| Dated: June 13, 2025 | By: | /s/ Charles Youakim |
| | Charles Youakim |
| | Chief Executive Officer |