KinderCare (NYSE: KLC) sets annual schedule for executive pay votes

Rhea-AI Filing Summary

KinderCare Learning Companies, Inc. is updating investors on the outcome of a stockholder advisory vote about executive pay. At the June 5, 2025 annual meeting, stockholders gave the most support to holding non-binding Say-on-Pay votes every year.

Aligning with this preference and its Board’s recommendation, KinderCare decided it will hold future Say-on-Pay votes on an annual basis. This annual schedule will remain in place until the next required advisory vote on frequency, which is expected no later than the 2031 annual stockholder meeting, or until the Board changes the frequency.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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 5, 2025

KinderCare Learning Companies, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-42367		87-1653366
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
5005 Meadows Road Lake Oswego, Oregon				97035
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (503) 872-1300

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:

☐ 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 $0.01 per share		KLC		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. ☐

Explanatory Note

This Current Report on Form 8-K/A is being filed by KinderCare Learning Companies, Inc. (the “Company”) to amend its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2025 (the “Original 8-K”), solely to disclose the Company’s decision following its Annual Meeting of Stockholders held on June 5, 2025 (the “Annual Meeting”), as to the frequency of future non-binding stockholder advisory votes on the compensation of the Company’s named executive officers (“Say-on-Pay Votes”). Except as set forth herein, no modifications have been made to the Original Form 8-K.

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

At the Annual Meeting, the Company’s stockholders cast the highest number of votes to recommend on an advisory basis that the Company’s future Say-on-Pay Votes be held annually. In light of such vote, and consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Company has determined that it will hold future Say-on-Pay Votes on an annual basis until the next required non-binding advisory vote regarding the frequency of Say-On-Pay Votes, which will occur no later than the Company’s Annual Meeting of Stockholders in 2031 or until the Board otherwise determines a different frequency of 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.

						KinderCare Learning Companies, Inc.
Date: October 15, 2025				By:		/s/ Anthony Amandi
				Name:		Anthony Amandi
				Title:		Chief Financial Officer

FAQ

What decision did KinderCare (KLC) make about Say-on-Pay vote frequency?

KinderCare chose to hold non-binding Say-on-Pay votes annually. This follows stockholders giving the highest support to an annual schedule at the June 5, 2025 annual meeting and aligns with the Board’s prior recommendation on vote frequency.

How did KinderCare (KLC) stockholders vote on Say-on-Pay frequency in 2025?

Stockholders cast the highest number of votes in favor of annual Say-on-Pay votes. This advisory result guided the Board and company to adopt an annual schedule for future executive compensation votes, reflecting the preference expressed at the June 5, 2025 annual meeting.

How long will KinderCare (KLC) keep annual Say-on-Pay votes in place?

KinderCare plans to keep Say-on-Pay votes on an annual basis until the next required advisory vote on frequency, which will occur no later than the 2031 annual stockholder meeting, or until the Board decides on a different schedule.

Is the KinderCare (KLC) Say-on-Pay vote binding on the company?

The Say-on-Pay vote and its frequency are non-binding advisory votes. Stockholders express a preference on executive compensation and how often votes occur, but the Board and company formally decide the schedule while considering this stockholder input.

Did KinderCare (KLC) change anything else besides Say-on-Pay frequency?

The company stated that no other changes were made beyond disclosing its decision on Say-on-Pay frequency. All other matters from the related report remain the same, with only the executive pay vote schedule clarified as annual going forward.