Inspirato Incorporated : Submission of Matters to a Vote of Security Holders - Form 8-K

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): May 18, 2023

Inspirato Incorporated

(Exact name of registrant as specified in its charter)

Delaware		001-39791		85-2426959
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1544 Wazee Street Denver, CO		80202
(Address of principal executive offices)		(Zip Code)

[phone]

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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, $0.0001 par value per share		ISPO		The Nasdaq Stock Market LLC
Warrants to purchase Class A common stock		ISPOW		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 x

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.

On May 18, 2023, Inspirato Incorporated (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, two proposals were submitted to the Company's stockholders. The proposals are described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 6, 2023. The final voting results were as follows:

Proposal 1 - Election of Director

The Company's stockholders elected Eric Grosse as a Class I director, to serve for a term expiring at the Company's 2026 annual meeting of stockholders based on the following voting results:

Nominee

For

Withheld

Broker Non-Votes

Eric Grosse

34,037,222

4,998,504

27,316,548

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

The Company's stockholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, based on the following voting results:

For		Against		Abstain
61,264,136		4,371,653		716,485

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.

	InspiratoIncorporated
Dated: May 18, 2023
	By:	/s/ Robert Kaiden
		Name: Robert Kaiden Title: Chief Financial Officer