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): July ~~June 9~~8, 2021

Stamps.com Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-26427

77-0454966

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1990 E. Grand Avenue

El Segundo,

90245

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(310)

482-5800

Not applicable

(Former name or former address, if changed since last report)

Stamps.com Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-26427	77-0454966
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1990 E. Grand Avenue	E1 Segundo, CA	90245
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(310) 482-5800

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:

☐	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 $0.001 per share	STMP	NASDAQ Global Select Market

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 58.~~07 Submission~~01. ofOther ~~Matters to a Vote of Security Holders~~Events.

On ~~June~~July 98, 2021, Stamps.com Inc., a Delaware corporation (the “Company”) ~~held~~and ~~its~~Thoma ~~annual~~Bravo, ~~meeting~~L.P. of(formerly ~~shareholders~~known ~~online~~as atThoma ~~www.virtualshareholdermeeting.com/STMP2021~~Bravo, (LLC), announced the execution ~~“Annual~~of ~~Meeting”).~~an AsAgreement ofand ~~April~~Plan ~~12,~~of ~~2021~~Merger, by and among the Company’s, ~~record~~Stream ~~date~~Parent, ~~there~~LLC, ~~were~~ a ~~total~~Delaware oflimited 18liability company (“Parent”) and Stream Merger Sub,~~359~~ Inc.,~~548~~ ~~shares~~a Delaware corporation and a wholly owned subsidiary of ~~common~~Parent ~~stock~~(“Merger Sub”). ~~issued~~Parent and ~~outstanding~~Merger ~~and~~Sub ~~entitled~~are toaffiliates ~~vote~~of atThoma ~~the~~Bravo ~~Annual~~Fund ~~Meeting~~XIV, L.P. At (the ~~Annual~~“Thoma ~~Meeting,~~Bravo 15Fund”) managed by Thoma Bravo,~~202,924~~ ~~shares~~L.P. A copy of ~~common~~the ~~stock~~Company’s ~~were~~press ~~virtually~~release ~~present~~announcing orthe ~~represented~~transaction byis ~~proxy~~attached ~~and,~~hereto ~~therefore,~~as aExhibit ~~quorum~~99.1 ~~was~~hereto ~~present~~and is incorporated herein by reference.

~~The~~Additional ~~shareholders~~Information ofand ~~the~~Where ~~Company~~to ~~voted~~Find ~~on the following items at the Annual Meeting:~~It

1The Company intends to file with the Securities and Exchange Commission (the “SEC”) and furnish to its stockholders a proxy statement on Schedule 14A, as well as other relevant documents concerning the proposed transaction. To ~~elect~~The ~~two~~proxy ~~directors~~statement will contain important information about the proposed Merger and related matters. Investors and security holders of the Company are urged to ~~hold~~carefully ~~office~~read ~~until~~the entire proxy statement when it becomes available because it will contain important information about the ~~2024~~proposed ~~Annual~~transactions. ~~Meeting~~A definitive proxy statement will be sent to the stockholders of ~~Stockholders;~~the Company seeking any required stockholder approvals.

~~2. To~~Investors ~~approve,~~and onsecurity holders of the Company will be able to obtain a ~~non-binding~~free ~~advisory~~copy ~~basis~~of the proxy statement, as well as other relevant filings containing information about the ~~fiscal~~Company ~~year~~and ~~2020~~the ~~compensation~~proposed oftransaction, including materials that will be incorporated by reference into the proxy statement, without charge, at the SEC’s website (http://www.sec.gov) or from the Company' by contacting the Company’s ~~named~~Investor ~~executive~~Relations ~~officers;~~at (310) 482-5830, by email at invrel@stamps.com, or by going to the Company’s Investor Relations page on its website at https://investor.stamps.com/ and clicking on the link titled “SEC Filings.”

~~3. To~~Participants ~~ratify~~in the ~~appointment of Ernst & Young LLP as the Company's independent auditors for 2021.~~Solicitation

~~Votes~~The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger. Information regarding the ~~election~~interests of the ~~director~~Company’s ~~nominees~~directors ~~were~~and executive officers and their ownership of Company common stock is set forth in the Company’s annual report on Form 10-K filed with the SEC on February 26, 2021 and the Company’s proxy statement on Schedule 14A filed with the SEC on April 30, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed Merger, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC in connection with the proposed Merger. Free copies of these documents may be obtained, without charge, from the SEC or the Company as ~~follows:~~described in the preceding paragraph.

Nominee	For	Withheld	Broker Non-Votes
G. Bradford Jones	2,300,677	11,244,626	1,657,621
Kate Ann May	5,861,839	7,683,464	1,657,621

~~Based~~Notice onRegarding ~~the~~Forward-Looking ~~votes set forth above, the director nominees were duly elected.~~Statements

~~The~~This ~~proposal~~communication and the attached press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Stamps.com’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Stamps.com and Thoma Bravo, all of which are subject to ~~approve~~change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a ~~non~~timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-~~binding~~looking ~~advisory~~statements. ~~basis~~Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to, risks related to the ~~fiscal~~ability ~~year~~of ~~2020~~the ~~compensation~~Company to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction; the Company'’s ~~named~~ability ~~executive~~to ~~officers~~secure ~~("Say~~regulatory approvals on ~~Pay")~~the ~~received~~terms expected in a timely manner or at all; disruption from the ~~following~~transaction ~~votes:~~making it more difficult to maintain business and operational relationships; the negative side effects of the announcement or the consummation of the proposed transaction on the market price of the Company’s common stock or on the Company’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; competitive factors, including competitive responses to the transaction and changes in the competitive environment, pricing changes and increased competition; customer demand for the Company’s products; the Company’s ability to develop and deliver innovative applications and features; the Company’s ability to provide high-quality service and support offerings; the Company’s ability to build and expand its sales efforts; regulatory requirements or developments; changes in capital resource requirements; and other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; and future business combinations or disposals. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the Proxy Statement to be filed with the U.S. Securities and Exchange Commission in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the Proxy Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Stamps.com’s financial condition, results of operations, or liquidity. Stamps.com does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

For						Against						Abstain						Broker Non-Votes
13,229,622						265,874						49,807						1,657,621

Further information on these and other risk and uncertainties relating to the Company can be found in its reports on Forms 10-K, 10-Q and 8-K and in other filings the Company makes with the SEC from time to time and available at www.sec.gov. These documents are available under the SEC filings heading of the Investors section of the Company’s website at https://investor.stamps.com/.

~~Based~~The onforward-looking ~~the~~statements ~~votes~~included ~~set~~in ~~forth~~this ~~above,~~communication ~~the~~are ~~stockholders~~made ~~approved~~only as of the ~~Say~~date onhereof. ~~Pay~~The ~~proposal~~Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

~~The~~Item ~~proposal~~9.01 toFinancial ~~ratify~~Statements ~~the~~and ~~appointment of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2021 received the following votes:~~Exhibits.

For						Against						Abstain						Broker Non-Votes
14,900,127						272,387						30,410						-

(d)

Exhibits

Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2021 was duly ratified.

Exhibit Number		Exhibit Description

99.1		Press Release, dated July 9, 2021

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

~~Item 9.01. Financial Statements and Exhibits.~~3

(d) Exhibits.

The following exhibit is being furnished or filed herewith:

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Stamps.com Inc.
						(Registrant)
June 11, 2021						/s/ Ken McBride
Date						(Signature)
						Ken McBride
						Chief Executive Officer

Dated: July 9, 2021

	/s/ Ken McBride
	Ken McBride
	Chief Executive Officer

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