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Clear Secure (NYSE: YOU) investors approve charter changes, director slate and pay

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

Rhea-AI Filing Summary

Clear Secure, Inc. reported results from its 2026 annual meeting of stockholders held on June 10, 2026. Stockholders approved amendments to the company’s certificate of incorporation to remove certain supermajority vote requirements and to clarify the officer exculpation provision, and the Fourth Amended and Restated Certificate of Incorporation became effective upon filing in Delaware.

All nine director nominees were elected, each receiving over 472 million votes in favor and approximately 1–2 million votes withheld, with 8,205,243 broker non-votes recorded for each director. Stockholders also ratified the independent registered public accounting firm for the 2026 fiscal year with 482,403,423 votes for and minimal opposition.

On an advisory, non-binding basis, stockholders approved executive compensation with 452,365,461 votes for, 21,832,937 against and 37,016 abstentions, plus 8,205,243 broker non-votes. The governance-related charter amendments each passed with more than 470 million votes in favor and relatively small opposition.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director votes for (example) 473,020,343 votes For election of director Caryn Seidman Becker
Auditor ratification for votes 482,403,423 votes Ratification of independent registered public accounting firm for 2026 fiscal year
Say-on-pay for votes 452,365,461 votes Advisory approval of compensation of named executive officers
Supermajority removal for votes 470,948,879 votes Amendment to remove certain supermajority vote requirements
Officer exculpation for votes 471,634,813 votes Amendment to clarify officer exculpation provision
Broker non-votes (governance items) 8,205,243 votes Broker non-votes recorded on director and other non-routine proposals
supermajority vote requirements regulatory
"approved an amendment ... to remove certain supermajority vote requirements"
officer exculpation provision regulatory
"approved an amendment ... to clarify the officer exculpation provision"
advisory (non-binding) basis regulatory
"approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers"
broker non-votes regulatory
"The votes regarding this proposal were as follows ... Broker Non-Votes"
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.
Fourth Amended and Restated Certificate of Incorporation regulatory
"Fourth Amended and Restated Certificate of Incorporation of Clear Secure, Inc., dated June 10, 2026"
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0001856314FALSE12/3100018563142026-06-102026-06-1000018563142025-01-012025-12-31

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 10, 2026
CLEAR SECURE, INC.
(Exact name of Registrant as specified in its charter)
Delaware001-4056886-2643981
(State of
Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
85 10th Avenue, 9th Floor, New York, NY 10011
(Address of Principal Executive Offices) (Zip Code)
(646) 723-1404
(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
Class A common stock, par value $0.00001 per shareYOUNew 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 (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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 10, 2026, Clear Secure, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the "Annual Meeting”). At the Annual Meeting, the holders of Common Stock (as defined below) approved, among other things, amendments to the Company’s Third Amended and Restated Certificate of Incorporation (the “Amendments”) to (i) remove certain supermajority vote requirements and (ii) clarify the officer exculpation provision, as more fully described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 22, 2026 (the “2026 Proxy Statement”). The Amendments became effective upon the filing of the Company’s Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Securityholders.

On June 10, 2026, the Company held the Annual Meeting. In accordance with the Company’s Third Amended and Restated Certificate of Incorporation, holders of Class A common stock, $0.00001 par value per share (“Class A Common Stock”) and Class C common stock, $0.00001 par value per share (“Class C Common Stock”) have one vote per share, and holders of Class B common stock, $0.00001 par value per share (“Class B Common Stock”) and Class D common stock, $0.00001 par value per share (“Class D Common Stock,” and, collectively with the Class A Common Stock, Class B Common Stock and Class C Common Stock, the “Common Stock”) have twenty votes per share. The proposals are described in the 2026 Proxy Statement. The final results for the votes regarding each proposal are set forth below.

1.The Company’s holders of Common Stock, voting together as a single class, elected nine directors listed below to the Board of Directors. The votes regarding this proposal were as follows:
ForWithheldBroker Non-Votes
Caryn Seidman Becker473,020,3431,215,0718,205,243
Michael Z. Barkin472,933,5641,301,8508,205,243
Jeffery H. Boyd472,661,5321,573,8828,205,243
Tomago Collins473,109,6661,125,7488,205,243
Shawn Henry473,931,211304,2038,205,243
Kathryn Hollister473,425,280810,1348,205,243
Marne Levine473,592,251643,1638,205,243
Peter Scher473,390,097845,3178,205,243
Adam J. Wiener472,466,8801,768,5348,205,243

2.The Company’s holders of Common Stock, voting together as a single class, ratified the appointment of the Company’s independent registered public accounting firm for the 2026 fiscal year. The votes regarding this proposal were as follows:
ForAgainstAbstainBroker Non-Votes
482,403,42311,11526,1190

3.The Company’s holders of Common Stock, voting together as a single class, approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
ForAgainstAbstainBroker Non-Votes
452,365,46121,832,93737,0168,205,243

4.The Company’s holders of Common Stock, voting together as a single class, approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to remove certain supermajority vote requirements. The votes regarding this proposal were as follows:



ForAgainstAbstainBroker Non-Votes
470,948,8793,271,23815,2978,205,243

5.The Company’s holders of Common Stock, voting together as a single class, approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to clarify the officer exculpation provision. The votes regarding this proposal were as follows:
ForAgainstAbstainBroker Non-Votes
471,634,8132,516,58684,0158,205,243

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
3.1
Fourth Amended and Restated Certificate of Incorporation of Clear Secure, Inc., dated June 10, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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.         

CLEAR SECURE, INC.
Date:
June 10, 2026
By:
/s/ Emma Barnett Bauman
Name: Emma Barnett Bauman
Title: Senior Vice President & Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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