Form 8-K/A - Current report: [Amend]

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	TRUE	The 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

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)