Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, following the 2026 annual meeting of stockholders (the “Annual Meeting”) of Offerpad Solutions Inc. (the “Company”), the Company’s Board of Directors (the “Board”) approved a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). On June 8, 2026, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Fourth Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Common Stock began trading on a split-adjusted basis at market open on June 9, 2026 under the existing symbol “OPAD” and new CUSIP number 67623L 505.
The Certificate of Amendment is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K. The foregoing description of the changes contained in the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2026, the Company held its Annual Meeting. Holders of Common Stock were entitled to one vote per share held as of the close of business on April 9, 2026 (the “Record Date”). The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 22, 2026.
Proposal 1 - Election of two Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2029 and until their respective successors have been duly elected and qualified.
NOMINEE Votes FOR Votes Broker Non-Votes
WITHHELD
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Donna Corley 10,994,009 5,516,211 11,118,728
Tela Mathias 11,163,997 5,346,223 11,118,728
Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
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21,756,195 741,462 5,131,291 0
Proposal 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
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10,610,068 638,376 5,261,776 11,118,728
Proposal 4 - Approval of amendments to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio ranging from any whole number between 1-for-5 and 1-for-50, as determined by the Company’s Board of Directors (the “Board”) in its discretion, subject to the Board’s authority to abandon such amendments (the “Reverse Stock Split Amendment”).
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
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19,191,573 3,299,278 5,138,097 0
Based on the foregoing votes, (i) the two Class II director nominees were elected, (ii) the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, (iii) the Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers and (iv) the Reverse Stock Split Amendment was approved.