Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On December 17, 2019, CF Finance Acquisition Corp. (the "Company") was notified
by the staff of the Listing Qualifications Department (the "Staff") of The
Nasdaq Stock Market LLC ("Nasdaq") that the Staff had determined to initiate
procedures to delist the Company's securities due to the Company's
non-compliance, following the termination of the phase-in period, with the
majority independent board and audit committee composition requirements set
forth in Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2), respectively,
(collectively, the "Rules") which procedures will be stayed once the Company
timely requests a hearing before the Nasdaq Hearings Panel (the "Panel").
On December 19, 2019, the Company timely requested a hearing before the Panel,
which request served to stay any such delisting action by Nasdaq pending the
outcome of the hearing process. Based on discussions with the Staff, the Company
expects Nasdaq to cancel the hearing and any delisting actions provided the
Company complies with the Rules prior to the hearing date. The Company expects
to comply with the Rules prior to the hearing date by electing a new independent
director by early January 2020 along with reducing the number of sponsor-related
(and therefore non-independent) directors to two in which case the Company would
request that the Staff confirm the Company's compliance status and, upon such
confirmation, the hearing and such delisting actions would be canceled.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 20, 2019, Steven Bisgay informed the Board of his intention to
resign as director and Chief Financial Officer of the Company effective as of
January 1, 2020. The Company has identified a strong candidate for the Chief
Financial Officer position who is currently awaiting Board approval.
Item 5.07. Submission of Matters to Vote of Security Holders.
On December 18, 2019, the Company held its 2019 annual meeting of stockholders
(the "Meeting"). At the Meeting, stockholders (i) re-elected three directors to
serve as the Class I directors on the Board until the 2021 annual meeting of
stockholders or until their successors are elected and qualified and
(ii) ratified the selection by the audit committee of the Board of
WithumSmith+Brown, PC ("Withum") to serve as the Company's independent
registered public accounting firm for the year ending December 31, 2019.
Set forth below are the final voting results for each of the proposals:
Proposal No. 1 - Election of directors
Steven Bisgay, Robert G. Sharp and Anshu Jain were re-elected to serve as the
Class I directors. The voting results were as follows:
Name For Withheld Broker Non-Votes
Steven Bisgay 17,139,356 7,500,984 0
Anshu Jain 17,139,356 7,500,984 0
Robert G. Sharp 22,558,094 2,082,246 0
Proposal No. 2 - Ratification of independent registered public accounting firm
The stockholders ratified the selection of Withum to serve as the Company's
independent registered public accounting firm for the year ending December 31,
2019. The voting results were as follows:
For Against Abstain Broker Non-Votes
24,631,190 9,150 0 0
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