0001866550FALSE00018665502024-06-042024-06-04

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 4, 2024
thoughtworks_flamingo_wave.jpg
THOUGHTWORKS HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4081282-2668392
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)
200 East Randolph Street, 25th Floor
Chicago, Illinois 60601
City, State Zip Code
(312) 373-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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:
☐    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 SymbolName of each exchange on which registered
Common Stock, $0.001 par valueTWKSNasdaq 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. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 4, 2024, Thoughtworks Holding, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (“Annual Meeting”) exclusively online via live audio webcast. The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2024. At the beginning of the Annual Meeting, holders of 275,309,024 votes of the Company’s common stock were represented in person or by proxy at the Annual Meeting, which represented 85.28% of the combined voting power of the shares of common stock, constituting a quorum for the transaction of business at the Annual Meeting.
The matters that were voted on at the Annual Meeting and the final voting results for each matter are set forth below.

Proposal No. 1: Election of Directors
The following nominees were elected to the Board of Directors:
ForWithheldBroker non-votes
Robert Brennan243,091,30616,741,52815,476,190
Guo Xiao259,060,847771,98715,476,190
Roxanne Taylor258,858,259974,57515,476,190
Our nominees for Class III director were elected to serve until either: (i) our Annual Meeting in 2027; (ii) a successor is duly elected and qualified, or (iii) the director’s death, resignation or removal from office.
Proposal No. 2: To approve named executive officer compensation on an advisory basis.
ForAgainstAbstainBroker non-votes
259,057,614738,80736,41315,476,190
The stockholders approved, on an advisory basis, the named executive officer compensation.
Proposal No. 3: Ratify the selection of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
ForAgainstAbstain
274,064,026492,721752,277
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 6, 2024


THOUGHTWORKS HOLDING, INC.
By:/s/ Ramona Mateiu
Ramona Mateiu
Chief Legal and Compliance Officer





v3.24.1.1.u2
Cover
Jun. 04, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 04, 2024
Entity Registrant Name THOUGHTWORKS HOLDING, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40812
Entity Tax Identification Number 82-2668392
Entity Address, Address Line One 200 East Randolph Street, 25th Floor
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60601
City Area Code 312
Local Phone Number 373-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol TWKS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001866550
Amendment Flag false
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