Dave Inc./DE

8-K · dave-20260602.htm iXBRL

0001841408 us-gaap:WarrantMember 2026-06-02 2026-06-02 0001841408 us-gaap:CommonClassAMember 2026-06-02 2026-06-02 0001841408 2026-06-02 2026-06-02

  
 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 02, 2026

  
  
 Dave Inc.
 (Exact name of Registrant as Specified in Its Charter)
  
  

 Delaware

 001-40161

 86-1481509

 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS Employer
Identification No.)

  

  

  

  

  

 1265 South Cochran Ave

  

 Los Angeles , California

  

 90019

 (Address of Principal Executive Offices)

  

 (Zip Code)

  

 Registrant’s Telephone Number, Including Area Code: 844 857-3283

  

  

 (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 $0.0001

  

 DAVE

  

 The Nasdaq Stock Market LLC

 Redeemable warrants, each lot of 32 warrants exercisable for one share of Class A common stock, each at an exercise price of $368 per share

  

 DAVEW

  

 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 5.07 Submission of Matters to a Vote of Security Holders.
 At the 2026 Annual Meeting of Stockholders of Dave Inc. (the “Company”) held on June 2, 2026 (the “Annual Meeting”), four proposals were submitted to the stockholders of the Company, which are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 20, 2026.
 Of the 24,640,106 total voting power entitled to vote at the Annual Meeting, 22,436,216 votes, or approximately 91.05%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
 Proposal 1: Election of Directors
 The Company’s stockholders elected the following director to serve as a Class II director until the 2029 annual meeting of stockholders. The votes regarding Proposal 1 were as follows:

 Nominee

  

 Votes For

  

 Votes Withheld

  

 Broker Non-Votes

 Dan Preston

  

  17,520,094

  

  2,766,061

  

  2,150,061

  
 Proposal 2: Advisory Vote to Approve Dave's Executive Compensation
 The Company’s stockholders approved, on an advisory basis, Dave’s executive compensation. The votes regarding Proposal 2 were as follows:

 Votes For

  

 Votes Against

  

 Votes Abstained

  

 Broker Non-Votes

 19,881,104

  

 374,020

  

  31,031

  

  2,150,061

  
 Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Dave's Executive Compensation
 The Company’s stockholders approved, on an advisory basis, the option of every 1 year for the frequency of future advisory votes on Dave’s executive compensation. The votes regarding Proposal 3 were as follows:

 1 Year

  

 2 Years

  

 3 Years

  

 Votes Abstained

  

 Broker Non-Votes

 19,948,465

  

 175,469

  

 142,503

  

 19,718

  

  2,150,061

 Based on these results, and consistent with the recommendation of the Company's board of directors (the “Board”), the Board has determined that the Company will hold an advisory vote on executive compensation every year.
  
 Proposal 4: Ratification of Deloitte & Touche LLP
 The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes regarding Proposal 4 were as follows:

 Votes For

  

 Votes Against

  

 Votes Abstained

  

 Broker Non-Votes

 22,358,229

  

 40,988

  

 36,999

  

 —

  
  
  

 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.

  

  

  

 Dave Inc.

  

  

  

  

 Date:

 June 2, 2026

 By:

 /s/ Kyle Beilman

  

  

 Name:
 Title:

 Kyle Beilman
Chief Financial Officer and Chief Operating Officer