Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 26, 2023, the stockholders of ARC Document Solutions, Inc. (the "Company") approved an amendment to the ARC Document Solutions, Inc. 2021 Incentive Plan (the "2021 Plan"), which increased the number of shares of common stock that may be issued under the 2021 Plan by 5,000,000 shares. The amendment to the 2021 Plan had previously been adopted by the Company's Board of Directors (the "Board"), subject to stockholder approval.

The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards. All of the Company's employees, directors and others who provide consulting and advisory services to the Company are eligible to receive awards under the 2021 Plan.

The foregoing description of the 2021 Plan is qualified in its entirety by the text of the 2021 Plan. A summary of the 2021 Plan is included as part of Proposal 5 in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2023. The summary of the 2021 Plan is qualified in its entirety by the text of the 2021 Plan, which was filed as Appendix A to the Company's Definitive Proxy Statement and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

On April 26, 2023, the Company held its 2023 annual meeting of stockholders. A total of 43,321,506 shares of the Company's common stock were entitled to vote as of March 1, 2023, which was the record date for the annual meeting. There were 33,658,578 shares present in person or by proxy at the annual meeting. Set forth below are the matters voted upon by the Company's stockholders at the 2023 annual meeting and the final voting results of each such proposal.

Proposal 1 - Election of Directors

The stockholders elected five directors, each to serve a one-year term until the Company's next annual meeting of stockholders and until their respective successors are elected and qualified. The results of the vote were as follows:



                                           For           Withheld        Broker Non-Votes
     Kumarakulasingam Suriyakumar       22,947,395       1,521,972          9,189,211
     Bradford L. Brooks                 23,032,930       1,436,437          9,189,211
     Cheryl Cook                        22,979,635       1,489,732          9,189,211
     Tracey Luttrell                    21,794,020       2,675,347          9,189,211
     Mark W. Mealy                      22,962,761       1,506,606          9,189,211

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's stockholders voted to ratify the appointment of Armanino LLP as the Company's independent auditors for the fiscal year ending December 31, 2023. The results of the vote were as follows:


                     For            Against        Abstain     Broker Non-Votes
                  32,167,430       1,067,300       423,848            0

Proposal 3 - Advisory, Non-Binding Vote on Executive Compensation

The Company's stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company's executive officers for fiscal year 2022, as disclosed in the Company's 2023 proxy statement. The results of the advisory, non-binding vote were as follows:


                     For            Against        Abstain        Broker Non-Votes
                  22,178,971        811,111       1,479,285          9,189,211

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Proposal 4 - Advisory, Non-Binding Vote on Frequency of Executive Compensation Votes

The Company's stockholders voted, on an advisory, non-binding basis, that the Company should hold a stockholder vote every year on the compensation paid to the Company's named executive officers. The results of the advisory, non-binding vote were as follows:


               1 year         2 years        3 years        Abstain     Broker Non-Votes
             21,196,239       28,315        1,835,419      1,409,394       9,189,211

The Company has considered the outcome of this advisory, non-binding vote and has determined, as was recommended with respect to this proposal in the proxy statement for the 2023 annual meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of executive compensation votes.

Proposal 5 - Approval of Amendment to the 2021 Incentive Plan to increase the aggregate number of shares of ARC Document Solutions' common stock authorized for issuance under such plan by 5,000,000

The Company's stockholders approved an amendment to the 2021 Incentive Plan to increase the aggregate number of shares of the Company's common stock authorized for issuance under such plan by 5,000,000. The results of the vote were as follows:


                     For            Against        Abstain        Broker Non-Votes
                  22,324,026       1,654,123       491,218           9,189,211

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

  99.1                   ARC Document Solutions, Inc. 2021 Incentive Plan, as amended (incorporated
                       herein by reference to Appendix A to the Company's definitive proxy statement
                       on Schedule 14A, filed on March 31, 2023)



104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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