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): ~~May~~June 0706, 2024

ARKO Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39828	85-2784337
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8565 Magellan Parkway Suite 400
Richmond, Virginia		23227-1150
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (804) 730-1568

   

(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, $0.0001 par value per share	ARKO	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50	ARKOW	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 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAt ~~May~~the 7,Annual ~~2024,~~Meeting (as defined in Item 5.07 to this Current Report on Form 8-K) of ARKO Corp., a Delaware corporation (the “Company”), ~~issued~~the aCompany’s ~~press~~stockholders ~~release~~approved ~~announcing~~an ~~its~~amendment ~~financial~~to ~~results~~the ~~for~~ARKO ~~the~~Corp. ~~first~~2020 ~~quarter~~Incentive ~~ended~~Compensation ~~March~~Plan 31(the “2020 Plan”), ~~2024.~~pursuant Ato ~~copy~~which the maximum number of shares of common stock issuable under the ~~press~~2020 ~~release~~Plan isincreased ~~furnished~~from as12,413,166 ~~Exhibit~~to ~~99.1~~23,770,000, and the maximum aggregate number of shares that may be issued upon exercise of incentive stock options increased from 12,413,166 to ~~this~~23,770,000. ~~Current~~The ~~Report~~material onterms ~~Form~~of ~~8-K~~the 2020 Plan have been previously reported by the Company and ismay ~~incorporated~~be found under Proposal 3 contained in the Company’s definitive proxy statement in respect of the Annual Meeting, as filed by ~~reference~~the ~~into~~Company ~~this~~with ~~Item~~the 2Securities and Exchange Commission on April 19, 2024.~~02.~~

Item 75.0107 ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

The ~~information~~Company ~~contained~~held inits ~~Item~~2024 ~~2.02~~Annual Meeting of ~~this~~Stockholders ~~Current~~on ~~Report~~June on6, ~~Form~~2024 ~~8-K~~(the is“Annual ~~incorporated~~Meeting”). byThe ~~reference~~final ~~into~~voting ~~this~~results ~~Item~~for ~~7.01.~~the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

~~The~~Proposal ~~information contained in this Current Report on Form 8-K, including Exhibit 99.~~1: ~~furnished~~Election ~~herewith, is being furnished and shall not be deemed “filed” for purposes~~ of ~~Section~~five 18directors ofto the ~~Securities~~Board ~~Exchange~~to ~~Act~~hold ofoffice ~~1934,~~until ~~as amended (“Exchange Act”), or otherwise subject to~~ the ~~liabilities~~Company’s of2025 ~~that~~Annual ~~Section~~Meeting ~~and shall not be incorporated by reference into any filing under the Securities Act~~ of ~~1933,~~Stockholders ~~as amended,~~ or ~~the~~until ~~Exchange~~their ~~Act~~respective ~~except~~successors toare ~~the~~duly ~~extent~~elected ~~expressly~~and ~~stated in such filing.~~qualified:

Item 9.01 Financial Statements and Exhibits.


	Votes	Votes	Broker
Director	For	Withheld	Non-Votes
Michael J. Gade	68,145,719	21,231,734	11,194,601
Andrew R. Heyer	59,809,293	29,568,160	11,194,601
Steven J. Heyer	69,986,385	19,391,068	11,194,601
Laura Shapira Karet	68,407,575	20,969,878	11,194,601
Arie Kotler	72,877,291	16,500,162	11,194,601

~~(d) Exhibits.~~Proposal 2: Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s 2024 Proxy Statement for the Annual Meeting:

ExhibitNumber	Description
Votes	Votes		Broker
99.1	Press Release issued by ARKO Corp. on May 7, 2024.
For	Against	Abstentions	Non-Votes
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
72,288,026	16,972,305	117,122	11,194,601

Proposal 3: Approval of the amendment to the 2020 Plan to increase the number of shares of common stock available for awards thereunder from 12,413,166 to 23,770,000:


Votes	Votes		Broker
For	Against	Abstentions	Non-Votes
68,973,461	20,285,012	118,980	11,194,601

Proposal 4: Ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year:


Votes	Votes		Broker
For	Against	Abstentions	Non-Votes
100,326,307	216,911	28,836	—

Proposal 5: Stockholder proposal to have an independent board chairman:


Votes	Votes		Broker
For	Against	Abstentions	Non-Votes
21,290,898	68,060,506	26,049	11,194,601

No other matters were considered or voted upon at the Annual Meeting.

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~~hereunto duly authorized.

			ARKO CORP.
Date:	~~May~~June 76, 2024	By:	/s/ Arie Kotler
		Name:Title:	Arie ~~KotlerChairman~~KotlerPresident, ofChief ~~the~~Executive ~~Board,~~Officer ~~President~~ and ~~Chief~~Chairman ~~Executive~~of ~~Officer~~the Board

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