[8-K] Rackspace Technology, Inc. Reports Material Event

Rhea-AI Filing Summary

Oportun Financial Corporation (OPRT) has issued definitive additional proxy materials (DEFA14A) urging shareholders to vote on the GREEN proxy card in favour of CEO Raúl Vazquez and director nominee Carlos Minetti, and to withhold support for activist Findell Capital’s nominee Warren Wilcox.

The Board highlights Mr. Vazquez’s leadership credentials—overseeing a $60 billion Walmart division, expanding Oportun from 2 to 41 states, and growing the loan portfolio from $100 million in 2012 to roughly $3 billion. Management notes that 2024 saw a return to origination growth, better credit metrics, lower operating-expense ratio and market-leading total shareholder returns. The communication warns that replacing the CEO would disrupt ongoing momentum, stressing that 97% of Russell 3000 boards include their CEO.

Shareholders are asked to discard any white proxy cards and vote online, by phone or by mail using the GREEN card before the upcoming annual meeting. Forward-looking statement disclaimers and safe-harbor language are included.

Positive

• Operational turnaround claims: management cites 2024 origination growth, improved credit metrics and lower operating-expense ratio.
• Loan portfolio expansion: growth from $100 million (2012) to ~$3 billion today demonstrates scale under current leadership.
• Relative share-price strength: total stockholder returns said to outperform peers and broader market.
• CEO equity alignment: Vazquez described as a top-ten shareholder with additional open-market purchases.

Negative

• Proxy contest signal: Activist challenge from Findell Capital suggests some shareholder dissatisfaction with governance or performance.
• No new financial metrics: filing lacks concrete 2024–2025 earnings, revenue or margin targets, limiting transparency.

Insights

Corporate Governance Expert

TL;DR: Standard board-backed solicitation; highlights CEO track record, counters activist push—limited new information.

The filing is a routine DEFA14A aimed at preserving incumbent control amid a single-seat proxy contest. It leans heavily on Raúl Vazquez’s operational history and recent performance improvements to rebut Findell Capital’s governance challenge. While the Board’s unanimous support and peer-norm statistics strengthen its argument, there are no fresh financial disclosures or governance concessions that materially shift risk. Impact is therefore neutral from a purely regulatory standpoint, though it signals a modest elevation in shareholder activism around OPRT.

Portfolio Manager

TL;DR: Positive narrative—management claims cost cuts, growth rebound, outperforming TSR; small but constructive signal.

Investors receive reassurance that strategic resets begun in 2022 are translating into measurable gains—origination growth, credit improvement, expense leverage and relative share-price outperformance. If accurate, continuity under Vazquez could sustain operating momentum into 2025. Lack of quantitative detail tempers conviction, yet the Board’s confidence and insider stock ownership align incentives. Overall, the communication is modestly share-price supportive, provided the proxy fight remains limited to one seat.

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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 20, 2025

RACKSPACE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39420

81-3369925

(State of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1 Fanatical Place

City of Windcrest

San Antonio, Texas 78218

(Address of principal executive offices, including zip code)

(210) 312-4000

(Registrant's telephone number, including area code)

(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

RXT

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 20, 2025, Rackspace Technology, Inc. (the "Company") held its annual meeting of stockholders (the "2025 Annual Meeting"). The close of business on April 22, 2025 was previously established as the record date for the determination of stockholders entitled to notice of and to vote at the 2025 Annual Meeting (the "Record Date"). As of the Record Date, there were 237,388,710 shares of common stock of the Company outstanding (the "Shares"), with each Share being entitled to one vote. The holders of a total of 203,479,226 Shares, representing 85.72% of the total Shares outstanding, were present in person or by proxy at the 2025 Annual Meeting, constituting a quorum.

The final voting results for each of the proposals submitted to a vote of stockholders during the 2025 Annual Meeting are set forth below. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2025 (the "Proxy Statement").

Proposal 1. To elect Betsy Atkins, Mitchell Garber, Anthony Roberts and Anthony Scott to the Board of Directors of the Company as Class II Directors, in each case, for a term of three years expiring at the annual meeting of stockholders to be held in 2028.

The Company’s stockholders duly elected Betsy Atkins, Mitchell Garber, Anthony Roberts and Anthony Scott, by at least a plurality of the votes cast, to serve as Class II Directors until the 2028 annual meeting of stockholders and until his or her successor is elected and qualified, subject, however, to such director's earlier death, resignation, retirement, removal or disqualification. The results of the voting were as follows:

Proposal						Nominee						Votes For						Votes Withheld						Broker Non-Votes
1a						Betsy Atkins						159,109,004						1,811,162						42,559,060
1b						Mitchell Garber						145,411,467						15,508,699						42,559,060
1c						Anthony Roberts						159,954,843						965,323						42,559,060
1d						Anthony Scott						159,950,837						969,329						42,559,060

Proposal 2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the voting were as follows:

Votes For						Votes Against						Abstentions
202,142,752						1,033,512						302,962

Proposal 3. To conduct an advisory vote to approve the compensation of the Company’s named executive officers, as further described in the Proxy Statement (a "say-on-pay" vote).

The Company’s stockholders approved, on a non-binding, advisory basis, the executive compensation of the Company’s named executive officers. The results of the voting were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
147,494,453						13,163,045						262,668						42,559,060

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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 thereunto duly authorized.

RACKSPACE TECHNOLOGY, INC.

Date:

June 20, 2025

By:

/s/ Sarah Alexander

Sarah Alexander

Vice President, Deputy General Counsel and Assistant Secretary

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FAQ

Why is Oportun (OPRT) issuing a GREEN proxy card?

The company seeks shareholder votes to re-elect CEO Raúl Vazquez and director nominee Carlos Minetti while withholding support for activist nominee Warren Wilcox.

What performance improvements does Oportun highlight in the DEFA14A?

Management cites a return to loan-origination growth, stronger credit metrics, a lower operating-expense ratio and share-price outperformance in 2024.

How has Raúl Vazquez impacted Oportun’s growth?

Under his leadership, the firm expanded from 2 to 41 states and grew its loan portfolio from $100 million to roughly $3 billion.

What arguments does Oportun make against Findell Capital’s nominee?

The Board says Warren Wilcox lacks public company CEO experience, has limited exposure to low- and middle-income customers, and has not served on a public board in over a decade.

How can shareholders vote in the upcoming Oportun annual meeting?

Investors can vote online, by phone or by mail using the GREEN proxy card; any earlier white card votes can be revoked by submitting a new GREEN vote.

Does the filing include forward-looking statements?

Yes. Oportun provides standard safe-harbor language under the Private Securities Litigation Reform Act of 1995.