false000177690900017769092024-06-052024-06-050001776909curi:CommonStockParValue00001Member2024-06-052024-06-050001776909curi:WarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShare1Member2024-06-052024-06-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM 8-K
_________________________________________
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 5, 2024
_________________________________________
CURIOSITYSTREAM INC.
(Exact Name of Issuer as Specified in Charter)
_________________________________________
Delaware001-3913984-1797523
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
8484 Georgia Ave., Suite 700
Silver Spring, Maryland
(Address of principal executive offices)
20910
(Zip code)
(301) 755-2050
(Registrant’s telephone number, including area code)
_________________________________________
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 (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
oPre-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 Act:
Title of each class
Trading
Symbol(s)
Name of exchange
on which registered
Common Stock, par value $0.0001CURINASDAQ
Warrants, each exercisable for one share of Common stock at an exercise price of $11.50 per shareCURIWNASDAQ
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  x
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.  o


Item 5.07     Submission of Matters to a Vote of Security Holders
On June 5, 2024, CuriosityStream Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). The Annual Meeting was held in a virtual format. Of the 53,306,291 shares of the Company’s common stock (the “Common Stock”) that were issued and outstanding as of April 17, 2024, the record date, and entitled to vote at at the Annual Meeting, a total of 37,526,652 shares (70.39%) were present in person or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.
At the Annual Meeting, the stockholders (i) elected all of the director nominees to the Company’s board of directors as Class III directors, each to serve a three-year term expiring at the 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified (the “Director Election Proposal”), (ii) approved an amendment to Section 4.1 of the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, in the Board’s sole discretion, by a ratio ranging from 1-to-3 to 1-to-20 (the “Reverse Stock Split Proposal”), (iii) approved an amendment to Section 8.1 of the Company’s Second Amended and Restated Certificate of Incorporation to provide for the exculpation of officers of the Company to the fullest extent permitted by law (the "Officer Exculpation Proposal"), and (iv) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”).
Under the Company’s Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the vote necessary for the Director Election Proposal is the affirmative vote of a plurality of the votes cast by the stockholders present or represented by proxy at the Annual Meeting and entitled to vote thereon. The vote necessary for the Reverse Stock Split Proposal is the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter at the Annual Meeting. The vote necessary for the Officer Exculpation Proposal is the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock entitled to vote generally in the election of directors. The vote necessary for the Auditor Ratification Proposal is the affirmative vote of a majority of the votes cast by the stockholders present or represented by proxy at the Annual Meeting and entitled to vote thereon.
The proposals are described in detail in the Company’s definitive proxy statement filed on April 25, 2024, with the Securities and Exchange Commission.
The voting results, as certified in the Final Report of the Inspector of Elections, are as follows:
Proposal 1 - Election of Directors
DIRECTOR NOMINEESVOTES FORWITHHELDBROKER NON-VOTES
Andrew Hendricks
27,130,5692,100,7748,295,309
Patrick Keeley28,648,700582,6438,295,309
Elizabeth Saravia27,329,8761,901,4678,295,309



Proposal 2 - Approval of Reverse Stock Split Authorization Amendment
VOTES FORVOTES AGAINSTABSTAINBROKER NON-VOTES
36,435,3911,029,69361,568—
Proposal 3 - Approval of Officer Exculpation Amendment
VOTES FORVOTES AGAINSTABSTAINBROKER NON-VOTES
28,314,098870,22147,0248,295,309
Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm for the Year Ending December 31, 20241
VOTES FORVOTES AGAINSTABSTAIN
37,094,715340,51991,418
1 No broker non-votes were received for Proposal 4


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
CURIOSITYSTREAM INC.
Date: June 6, 2024
/s/ Tia Cudahy
Tia Cudahy
Chief Operating Officer and General Counsel

v3.24.1.1.u2
Document and Entity Information
Jun. 05, 2024
Document And Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 05, 2024
Entity Registrant Name CURIOSITYSTREAM INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39139
Entity Tax Identification Number 84-1797523
Entity Address, Address Line One 8484 Georgia Ave.
Entity Address, Address Line Two Suite 700
Entity Address, City or Town Silver Spring
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20910
City Area Code (301)
Local Phone Number 755-2050
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001776909
Common Stock Par Value 0.0001  
Document And Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.0001
Trading Symbol CURI
Security Exchange Name NASDAQ
Warrants Each Exercisable For One Share Of Common Stock At An Exercise Price Of 11.50 Per Share  
Document And Entity Information [Line Items]  
Title of 12(b) Security Warrants, each exercisable for one share of Common stock at an exercise price of $11.50 per share
Trading Symbol CURIW
Security Exchange Name NASDAQ
CuriosityStream (NASDAQ:CURIW)
Gráfica de Acción Histórica
De May 2024 a Jun 2024 Haga Click aquí para más Gráficas CuriosityStream.
CuriosityStream (NASDAQ:CURIW)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024 Haga Click aquí para más Gráficas CuriosityStream.