piii-20240606

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 6, 2024

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 ☐

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 6, 2024, P3 Health Partners Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of the Company’s Class A common stock and Class V common stock as of the close of business on April 12, 2024, the record date for the Annual Meeting, were each entitled to one vote per share. The following are the voting results for the four 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 26, 2024.

Proposal 1 — Election of three Class III directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2027, and until their respective successors have been duly elected and qualified.


NOMINEE	Votes FOR	Votes WITHHELD	Broker Non-Votes
Jeffrey G. Park	187,019,809	5,042,225	8,678,306
Thomas E. Price, M.D.	188,324,272	3,737,762	8,678,306
Mary Tolan	189,438,931	2,623,103	8,678,306

Proposal 2 — Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
200,600,987	110,133	29,220	—

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
191,518,133	293,863	250,038	8,678,306

Proposal 4 — Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.


Votes ONE YEAR	Votes TWO YEARS	Votes THREE YEARS	Votes ABSTAINED
166,276,012	26,544	25,539,688	219,790

Based on the foregoing votes, each of the three Class III director nominees were elected, Proposals 2 and 3 were approved, and “ONE YEAR” was approved as the frequency of future advisory votes on the compensation of the Company’s named executive officers.

In light of this result for Proposal 4, which is consistent with the Board’s recommendation, the Company has determined to hold an advisory (non-binding) vote on executive compensation each year until such time as the next advisory (non-binding) vote regarding the frequency of advisory votes on executive compensation is submitted to the Company’s stockholders.

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:	June 7, 2024	By:	/s/ Atul Kavthekar
		Name:	Atul Kavthekar
		Title:	Chief Financial Officer