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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)
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| Delaware |
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001-42367 |
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87-1653366 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
| 5005 Meadows Road Lake Oswego, Oregon |
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97035 |
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(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:
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
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KLC |
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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.
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KinderCare Learning Companies, Inc. |
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| Date: October 15, 2025 |
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By: |
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/s/ Anthony Amandi |
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Name: |
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Anthony Amandi |
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Title: |
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Chief Financial Officer |
