0001327318true8-K/A (SAY-ON-PAY FREQUENCY)00013273182024-05-232024-05-23


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)

 May 23, 2024
TrueCar, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-36449 04-3807511
(State or other jurisdiction of
incorporation)		 (Commission File Number) (IRS Employer
Identification No.)

225 Santa Monica Blvd, 12th Floor
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
 
(800) 200-2000
(Registrant’s telephone number, including area code)
 
(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 (see General Instruction A.2. below):
 
☐ 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 Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareTRUEThe Nasdaq Global Select Market

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. ☐



Explanatory Note

TrueCar, Inc. (the “Company”) is filing this Current Report on Form 8-K/A (this “Amendment”) to the Current Report on Form 8-K it filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2024 (the “Original Report”) to announce the voting results of the Company’s 2024 Annual Meeting of its stockholders held on May 23, 2024 (the “Annual Meeting”). The sole purpose of this Amendment is to update the Original Report, in accordance with Item 5.07(d) of Form 8-K, by disclosing the Company’s decision regarding how frequently it will conduct future advisory votes on named executive officer compensation (each, a “Say-on-Pay Vote”). No changes have been made to the Original Report.

Item 5.07    Submission of Matters to a Vote of Security Holders.

As reported in the Original Report, in a non-binding advisory vote at the Annual Meeting, a majority of the Company’s stockholders voting on the matter voted in favor of holding the Company’s Say-on-Pay Votes on an annual basis. In consideration of these results and in accordance with the original recommendation of the Company’s Board of Directors, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 8, 2024, the Company will include a Say-on-Pay Vote in its proxy materials for each annual meeting of the Company’s stockholders until the next required vote on the frequency of the Company’s Say-on-Pay Votes.



SIGNATURES
 
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.


 Date:  August 5, 2024
 
 
 TRUECAR, INC.
  
By:/s/ Jeff Swart
 Jeff Swart
 EVP, General Counsel & Secretary


v3.24.2.u1
Cover
May 23, 2024
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date May 23, 2024
Registrant Name TrueCar, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36449
Entity Tax Identification Number 04-3807511
Entity Address, Address Line One 225 Santa Monica Blvd
Entity Address, Address Line Two 12th Floor
Entity Address, City or Town Santa Monica
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90401
City Area Code 800
Local Phone Number 200-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol TRUE
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Central Index Key 0001327318
Amendment Flag true
Amendment Description 8-K/A (SAY-ON-PAY FREQUENCY)
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