Open Lending Corp 8-K

What Happened
Open Lending Corporation (LPRO) filed an 8-K reporting results of its June 3, 2026 Annual Meeting of Stockholders. Shareholders approved an amendment to effect a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-7 (exact ratio to be set by the board), elected two Class III directors, ratified Ernst & Young LLP as independent auditor, approved the company’s executive compensation in a non-binding vote, and approved a stockholder proposal to declassify the board. The report was signed by General Counsel Ben Massey on June 4, 2026.

Key Details

• Reverse stock split approved: 96,771,265 For, 5,152,701 Against, 389,150 Abstain; no broker non-votes. Board may set exact ratio between 1-for-5 and 1-for-7.
• Director elections (Class III, term through 2029): Jessica Buss — 59,717,769 For, 20,469,144 Withhold, 22,126,203 Broker Non-Vote; William Dabbs Cavin — 78,285,135 For, 1,901,778 Withhold, 22,126,203 Broker Non-Vote.
• Auditor ratified: Ernst & Young LLP — 102,167,482 For, 95,452 Against, 50,182 Abstain.
• Governance and compensation votes: Say-on-pay approved (54,165,252 For, 25,663,965 Against, 357,696 Abstain, 22,126,203 Broker Non-Vote); stockholder proposal to declassify the board approved (63,264,309 For, 16,799,228 Against, 123,376 Abstain, 22,126,203 Broker Non-Vote).

Why It Matters

• Reverse stock split: This will reduce the number of outstanding shares and increase the per-share price proportionately when implemented, which can affect liquidity, index eligibility, and perceptions of share value. The board’s discretion on the exact ratio (1-for-5 to 1-for-7) means timing and final share count remain to be announced.
• Board and governance changes: Election of the two Class III directors and approval to declassify the board (moving to annual director elections) increase shareholder influence over board composition.
• Audit and compensation votes: Ratification of EY provides auditor continuity; approval of the nonbinding say-on-pay indicates majority shareholder support for executive compensation.