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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 19, 2025
GROVE COLLABORATIVE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-40263 | | 88-2840659 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
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1301 Sansome Street San Francisco, California | | 94111 |
| (Address of principal executive offices) | | (Zip Code) |
(800) 231-8527
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 | | GROV | | New York Stock Exchange |
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
At the 2025 annual meeting of stockholders of Grove Collaborative Holdings, Inc. (the “Company”) held on June 19, 2025 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:
Proposal 1: The election of two Class III directors to hold office until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified.
Proposal 2: The ratification of the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2025.
For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025. Of the 52,754,842 votes represented by shares of the Company’s common stock, Series A Preferred Stock and Series A’ Preferred Stock entitled to vote at the Annual Meeting, shares representing 35,835,802 votes, or approximately 68% of the total voting power, were represented at the meeting in person or by proxy, constituting a quorum. The voting totals set forth below include votes cast by holders of Series A’ Preferred Stock, which had 517.3840 votes per share, Series A Preferred Stock, which had 473.9336 votes per share, and Class A common stock, which had 1 vote per share. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Company’s stockholders elected the following nominees to serve as Class III directors until the 2028 annual meeting of stockholders. The votes regarding the election of directors were as follows:
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Director | | Votes For | | Votes Withheld | | Broker Non-Votes |
David Glazer | | 25,831,613 | | 56,433 | | 25,888,046 |
Naytri Shroff Sramek | | 22,389,165 | | 3,498,881 | | 25,888,046 |
Proposal 2: Ratification of Appointment of Moss Adams LLP.
The Company’s stockholders ratified the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes regarding this proposal were as follows:
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Votes For | | Votes Against | | Abstentions |
35,719,141 | | 26,468 | | 90,193 |
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.
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GROVE COLLABORATIVE HOLDINGS, INC. | |
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| Date: June 23, 2025 | | | | | | | | |
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| By: | /s/ Scott Giesler | |
| Name: | Scott Giesler | |
| Title: | General Counsel and Secretary | |
