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~~August 127, 2024

VIZIO HOLDING CORP.

(Exact name of registrant as specified in its charter)


Delaware	001-40271	85-4185335
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

	39 Tesla Irvine, CA 92618
(Address of Principal Executive Offices and Zip Code)

(949) 428-2525

(Registrant's telephone number, including area code)

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 $0.0001 per share	VZIO	New 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 (§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. o

Item 52.0702 ~~Submission~~Results of ~~Matters to a Vote of Security Holders~~Operations.

On ~~June~~August 127, 2024, VIZIO Holding Corp. (~~the~~ “~~Company~~VIZIO”) ~~held~~announced its ~~2024~~financial ~~annual~~results ~~meeting~~for ~~of stockholders (~~the ~~“Annual~~three ~~Meeting”).~~and ~~The~~six ~~stockholders~~months ofended ~~the~~June ~~Company~~30, ~~voted~~2024. onVIZIO’s ~~the~~press ~~following three proposals at the Annual Meeting~~release, ~~each of~~ which is ~~more~~attached ~~fully~~hereto ~~described~~as inExhibit ~~the~~99.1, ~~Company’s~~is ~~definitive~~incorporated ~~proxy~~herein ~~statement~~by ~~filed with the Securities and Exchange Commission on April 26, 2024:~~ reference.

1Item 7.To01 Regulation ~~elect~~FD ~~six directors to hold office until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified;~~Disclosure.

~~2.To~~On ~~approve~~August 7, 2024, VIZIO posted supplemental investor materials on anthe ~~advisory~~investor ~~basis,~~relations section of its website (investors.vizio.com). VIZIO announces material information to the ~~compensation~~public about VIZIO, its products and services, and other matters through a variety of means, including filings with the ~~Company’s~~Securities ~~named~~and ~~executive~~Exchange ~~officers;~~Commission, press releases, public conference calls, webcasts, the investor relations section of its website (investors.vizio.com), its blog (accessible via vizio.com/en/newsroom) and its X account (@VIZIO) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.

3The information in Item 2.To02 ~~ratify~~and ~~the~~Item ~~selection~~7.01 of ~~KPMG~~this ~~LLP~~Current Report on Form 8-K and Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the ~~Company’s~~“Exchange ~~independent~~Act”), ~~registered~~or ~~public~~otherwise ~~accounting~~subject ~~firm~~to ~~for~~the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the ~~Company’s~~Securities ~~fiscal~~Act ~~year~~of ~~ending~~1933, ~~December~~as 31amended, ~~2024~~or the Exchange Act, except as expressly set forth by specific reference in such a filing.

~~The~~ ~~stockholders~~Item of9.01 Financial ~~the~~Statements ~~Company~~and ~~voted as follows at the Annual Meeting:~~Exhibits.

1.(d) ~~Election of Directors~~ Exhibits.

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Exhibit Number	Description
William Wang	793,515,786	24,453,801	9,546,758
99.1	Press Release dated August 7, 2024
John R. Burbank	786,973,492	30,996,095	9,546,758
104	Cover Page Interactive Data File (formatted as Inline XBRL)
Julia S. Gouw	812,474,559	5,495,028	9,546,758
David Russell	812,895,258	5,074,329	9,546,758
Vicky L. Free	813,195,775	4,773,812	9,546,758
R. Michael Mohan	810,406,744	7,562,843	9,546,758

Based on the votes set forth above, each of Mr. Wang, Mr. Burbank, Ms. Gouw, Mr. Russell, Mrs. Free and Mr. Mohan was duly elected to serve until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified.

2. Advisory Vote on Compensation of Named Executive Officers

Votes For			Votes Against			Abstentions			Broker Non-Votes
807,121,826			10,801,199			46,562			9,546,758

Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

3. Ratification of Selection of Independent Registered Public Accounting Firm

Votes For			Votes Against			Abstentions			Broker Non-Votes
822,587,555			274,415			4,654,375			—

Based on the votes set forth above, the stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

SIGNATURE

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

		VIZIO HOLDING CORP.
Date: June 14, 2024	By:	/s/ Jerry Huang
Date: August 7, 2024	By:	/s/ Adam Townsend
		Jerry Huang
		Adam Townsend
		General Counsel & Corporate Secretary
		Chief Financial Officer

Filing Compare · Vizio Holding Corp.