piii-20230724

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): July 24, 2023

P3 Health Partners Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40033	85-2992794
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


2370 Corporate Circle, Suite 300 Henderson, Nevada			89074
(Address of principal executive offices)			(Zip Code)

(702) 910-3950

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act


o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act


o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock, par value $0.0001 per share

PIII

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50

PIIIW

The Nasdaq Stock Market LLC

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. ☐

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

On July 24, 2023, P3 Health Partners Inc.(the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of the Company’s Class A common stock and Class V common stock were each entitled to one vote per share held as of the close of business on May 30, 2023. The following are the voting results for the two 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 June 8, 2023.

Proposal 1 — Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2026, and until their respective successors have been duly elected and qualified.


NOMINEE	Votes FOR	Votes WITHHELD	Broker Non-Votes
Amir Bacchus, M.D.	203,298,421	39,762,923	4,590,790
Mark Thierer	203,495,651	39,565,693	4,590,790
Lawrence B. Leisure	195,927,721	47,133,623	4,590,790

Proposal 2 — Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
247,477,842	162,838	11,454	—

Based on the foregoing votes, each of the three Class II director nominees were elected and Proposal 2 was approved.

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.


			P3 Health Partners Inc.

Date:	July 26, 2023	By:	/s/ Jessica Puathasnanon
			Jessica Puathasnanon
			Chief Legal Officer