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  4. [8-K] Thryv Holdings, Inc. Reports Material Event

Thryv shareholders elect two Class III directors

Thryv Holdings, Inc. reported voting results from its June 11, 2026 annual meeting of stockholders.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Thryv Holdings, Inc. reported voting results from its June 11, 2026 annual meeting of stockholders. Two Class III directors, John Slater and Joseph A. Walsh, were elected to serve three-year terms expiring at the 2029 annual meeting.

Slater received 25,390,311 votes for and 6,134,280 votes withheld, with 5,799,514 broker non-votes. Walsh received 25,667,985 votes for and 5,856,606 votes withheld, with the same 5,799,514 broker non-votes. Stockholders also voted on two additional proposals, recording 37,282,980 and 29,067,433 votes for, respectively, with far fewer votes against and limited abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Meeting date June 11, 2026 Annual meeting of stockholders
Votes for John Slater 25,390,311 votes for Election as Class III director
Votes withheld for John Slater 6,134,280 votes withheld Election as Class III director
Votes for Joseph A. Walsh 25,667,985 votes for Election as Class III director
Votes withheld for Joseph A. Walsh 5,856,606 votes withheld Election as Class III director
Proposal 1 votes for 37,282,980 votes for Additional stockholder proposal
Proposal 2 votes for 29,067,433 votes for Additional stockholder proposal
Broker non-votes 5,799,514 broker non-votes Director elections and one proposal
annual meeting of stockholders financial
"At the annual meeting of stockholders held on June 11, 2026"
Class III directors financial
"the stockholders elected two Class III directors to the Board of Directors"
Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.
broker non-votes financial
"BROKER NON-VOTES John Slater | 25,390,311 | 6,134,280 | 5,799,514"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Proxy Statement financial
"other proposals contained in the Company’s Proxy Statement dated April 30, 2026"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Thryv (THRY) stockholders vote on at the June 11, 2026 meeting?
Thryv stockholders voted on electing two Class III directors and two additional proposals. The meeting focused on board composition and routine corporate matters described in the proxy statement dated April 30, 2026, with detailed vote counts reported for each item.

Which directors were elected to Thryv (THRY)’s board in 2026?
John Slater and Joseph A. Walsh were elected as Class III directors. Each will serve a three-year term expiring at the 2029 annual meeting of stockholders and continue until a successor is duly elected and qualified under the company’s governance framework.

How many votes did Thryv director nominee John Slater receive?
John Slater received 25,390,311 votes for election and 6,134,280 votes withheld, with 5,799,514 broker non-votes recorded. These figures show substantial shareholder support relative to opposition, based on the reported voting totals in the meeting results.

How many votes did Thryv director nominee Joseph A. Walsh receive?
Joseph A. Walsh received 25,667,985 votes for election and 5,856,606 votes withheld, plus 5,799,514 broker non-votes. The votes for his election significantly exceeded withheld votes, indicating strong backing among voting shareholders at the annual meeting.

What were the results for the additional proposals at Thryv’s 2026 annual meeting?
Stockholders cast 37,282,980 votes for, 31,019 against, and 10,106 abstain on one proposal. Another proposal received 29,067,433 votes for, 2,374,514 against, 82,644 abstentions, and 5,799,514 broker non-votes, showing large majorities of votes cast in favor.

Who signed the Thryv (THRY) report of the 2026 annual meeting results?
Chief Financial Officer, Executive Vice President and Treasurer Paul D. Rouse signed the report. He signed on behalf of Thryv Holdings, Inc., confirming the filing of the annual meeting voting results under the Securities Exchange Act of 1934.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 11, 2026

THRYV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-35895
13-2740040
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(I.R.S. Employer Identification No.)

1301 Municipal Way
Suite 220
Grapevine, Texas 76051
(Address of Principal Executive Offices, including Zip Code)

(972) 453-7000
(Registrant's telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Check the appropriate box below if 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 (17CFR 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, $0.01 par value
THRY
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.

At the annual meeting of stockholders held on June 11, 2026, the stockholders elected two Class III directors to the Board of Directors (the “Board”) of Thryv Holdings, Inc. (the “Company”) and voted upon the other proposals contained in the Company’s Proxy Statement dated April 30, 2026.

The Board nominees were elected with the following votes, each to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified:

Nominees
FOR
WITHHELD
BROKER NON-VOTES
John Slater
25,390,311
6,134,280
5,799,514
Joseph A. Walsh
25,667,985
5,856,606
5,799,514

The stockholders also voted on the following proposals and cast their votes as described below:

1.
Ratification of appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

FOR
AGAINST
ABSTAIN
37,282,980
31,019
10,106

2.
Advisory vote to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
29,067,433
2,374,514
82,644
5,799,514

2
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.

Date: June 16, 2026
THRYV HOLDINGS, INC.
     
 
By:
/s/ Paul D. Rouse
 
Name:
Paul D. Rouse
 
Title:
Chief Financial Officer, Executive Vice President and Treasurer


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