Grindr Inc.

8-K · grnd-20260602.htm iXBRL

0001820144 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 2, 2026
 ________________________
 Grindr Inc.
 (Exact name of registrant as specified in its charter)
 ________________________
 Commission file number 001-39714
 ________________________

 Delaware 92-1079067
 (State or other jurisdiction of
 incorporation)
 (IRS Employer Identification No.)

 PO Box 69176 ,
 750 N. San Vicente Blvd. , Suite RE 1400 , West Hollywood , California
 90069
 (Address of Principal Executive Offices) (Zip Code)

 ( 310 ) 776-6680
 Registrant's telephone number, including area code
 N/A
 (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 ( see General Instruction A.2. below):

 ☐
 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 GRND 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. ☐

 Item 5.07    Submission of Matters to a Vote of Security Holders.
 2026 Annual Meeting of Stockholders
 On June 2, 2026, Grindr Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present. As of April 9, 2026, the record date for the Annual Meeting, 177,218,700 shares of common stock were outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted on at the Annual Meeting, as well as the votes cast with respect to each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter can be found in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). For the reasons described in the Proxy Statement, G. Raymond Zage, III, a major stockholder and member of the Company’s Board of Directors (the “Board”) refrained from voting 15,850,593 shares of common stock on each of the proposals, representing his holdings in excess of the voting percentage he held prior to the commencement of the Company’s stock repurchase program.
 Proposal One: Election of Directors
 The Company’s stockholders elected the eight persons listed below to serve on the Board until the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. The final voting results are as follows:

 Votes For Votes Withheld Broker Non-Votes
 George Arison 124,989,002  16,564,252  8,672,230 
 Daniel Brooks Baer 120,090,047  21,463,207  8,672,230 
 Chad Cohen 119,445,236  22,108,018  8,672,230 
 J. Michael Gearon, Jr. 122,906,867  18,646,387  8,672,230 
 Lisa Gersh 124,902,920  16,650,334  8,672,230 
 Fadi Hanna 125,113,267  16,439,987  8,672,230 
 Rob Solomon 125,125,830  16,427,424  8,672,230 
 G. Raymond Zage, III 124,911,474  16,641,780  8,672,230 

 Proposal Two: Ratification of the Selection of Independent Registered Public Accounting Firm
 The Company’s stockholders ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:

 Votes For Votes Against Abstentions
 134,312,043 43,252 15,870,189

 Proposal Three: Amendment and Restatement of the Grindr Inc. 2022 Equity Incentive Plan
 The Company’s stockholders approved the amendment and restatement of the Grindr Inc. 2022 Equity Incentive Plan, as previously amended and restated in 2024. The final voting results are as follows:

 Votes For Votes Against Abstentions Broker Non-Votes
 125,330,925 354,048 15,868,281 8,672,230

 Proposal Four: Advisory vote on compensation of the Company’s named executive officers

 The result of the advisory vote on compensation of the Company’s named executive officers was as follows:

 Votes For Votes Against Abstentions Broker Non-Votes
 99,524,561 26,157,979 15,870,714 8,672,230

 Proposal Five: Advisory vote regarding the frequency of the future advisory votes on named executive officers’ compensation

 The result of the advisory proposal regarding the frequency of the future advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Frequency Proposal”) was as follows:

 “ONE YEAR” “TWO YEARS” “THREE YEARS” Abstentions Broker Non-Votes
 124,932,009 3,205 763,280 15,854,760 8,672,230

 In response to the voting results on the Say-on-Frequency Proposal and other factors, the Board determined that the Company will hold an advisory vote on named executive officer compensation every year. The Company will continue to hold advisory votes on named executive officer compensation every year until the Board decides to hold the next stockholder advisory vote on the frequency of advisory votes, which shall be no later than the Company’s 2032 annual meeting of stockholders.

 Item 9.01     Financial Statements and Exhibits.
 (d)    Exhibits

 Exhibit No. Description
 10.1
 Grindr Inc. Amended and Restated 2022 Equity Incentive Plan and forms of award agreement thereunder
 104 Cover Page Interactive Data File, formatted in inline XBRL (embedded within the Inline XBRL document)

 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.

 Date: June 4, 2026

   GRINDR INC.
    
   By:
  
   /s/ John North
    John North
   Chief Financial Officer