Item 5. Other Information
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended September 30, 2023, no directors or executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale or purchase of the Company’s securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1 or that constituted non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K)
2024 Annual Meeting of Stockholders; Dates for Submission of Stockholder Proposals and Advance Notices
On August 11, 2023, Aurora Acquisition Corp. held an extraordinary general meeting of stockholders in lieu of its 2023 annual meeting (the “2023 Meeting”). The Company currently anticipates holding its 2024 annual meeting of stockholders on or about Thursday, May 16, 2024 (the “2024 Annual Meeting”). The exact time and location of the 2024 Annual Meeting will be specified in the Company’s proxy statement for the 2024 Annual Meeting. Since the anticipated date of the 2024 Annual Meeting differs by more than thirty calendar days from the anniversary date of the 2023 Meeting, the Company is providing the following disclosure in accordance with Rule 14a-5(f) under the Exchange Act.
Rule 14a-8 Deadline for the Submission of Stockholder Proposals
As noted above, the 2024 Annual Meeting date will represent a change of more than thirty calendar days from the anniversary date of the 2023 Meeting. As a result, pursuant to Rule 14a-8 under the Exchange Act, a new deadline will apply for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act for inclusion in the Company’s proxy materials for the 2024 Annual Meeting. Pursuant to Rule 14a-8(e)(2) under the Exchange Act, such proposals must be received no later than 5:00 p.m. Eastern Time on December 4, 2023, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials for the 2024 Annual Meeting, as such date is approximately 120 calendar days prior to when the Company anticipates printing and distributing its proxy materials for the 2024 Annual Meeting. Such proposals must be received by such date at our principal executive offices, Attn: Secretary, 3 World Trade Center, 175 Greenwich Street, 57th Floor, New York, NY 10007.
Bylaws Advance Notice Deadline for Submission of Director Nominations or Stockholder Proposals
Any stockholder who wishes to propose a nominee to the Company’s board of directors or propose any other business to be considered by the stockholders (other than a stockholder proposal included in our proxy materials pursuant to Rule 14a-8
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described above) must comply with the advance notice provisions and other requirements of Section 1.11 of our bylaws. These notice provisions require, among other things, that nominations of individuals for election to the Company’s board of directors and the proposal of business to be considered by the stockholders for the 2024 Annual Meeting must be delivered no earlier than 5:00 p.m. Eastern Time on January 17, 2024, and no later than 5:00 p.m. Eastern Time on February 16, 2024, to our principal executive offices, Attn: Secretary, 3 World Trade Center, 175 Greenwich Street, 57th Floor, New York, NY 10007.
In addition to the information required by our bylaws for such nominations or proposals, stockholders who intend to solicit proxies in support of director nominees other than those nominated by the board of directors must provide the information required by Rule 14a-19 under the Exchanged Act.
All stockholder proposals should be submitted to the attention of our Secretary at our principal executive offices at the address above and must be in writing and otherwise in compliance with applicable SEC requirements and our bylaws. Stockholders are also advised to review our certificate of incorporation or bylaws, as applicable, which contain additional requirements about stockholder proposals and advance notices.
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Item 6. Exhibits and Financial Statements Schedules.
Incorporated by Reference
Exhibit Description Form Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of Better Home & Finance Holding Company
8-K 3.1 August 25, 2023
3.2 Bylaws of Better Home & Finance Holding Company
8-K 3.2 August 25, 2023
4.1 Assignment, Assumption and Amendment Agreement, dated as of August 22, 2023, by and among Better Home & Finance Holding Company, Computershare Trust Company, N.A. and Computershare Inc.
8-K 4.2 August 28, 2023
10.1 Amended and Restated Registration Rights Agreement, dated as of August 22, 2023, by and among Better Home & Finance Holding Company, Novator Capital Sponsor Ltd., and certain persons signatory thereto.
8-K 10.1 August 28, 2023
10.2 Novator Exchange Election Agreement, dated as of August 22, 2023 by and among Better HoldCo, Inc., Novator Capital Sponsor Ltd. and Aurora Acquisition Corp.
8-K 10.2 August 28, 2023
10.3 Indenture, dated as of August 22, 2023, by Better Home & Finance Holding Company, the Subsidiary Guarantors signatory thereto, and GLAS Trust Company LLC.
8-K 10.3 August 28, 2023
10.4 Joinder Agreement , dated as of October 11, 2023, by and among Better Home & Finance Holding Company, SVF II Beaver (DE) LLC and SB Northstar LP .
S-1
10.29 October 11, 2023
10.5#
Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc. and Vishal Garg.
8-K 10.15 August 28, 2023
10.6#
Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc. and Kevin Ryan.
8-K 10.16 August 28, 2023
10.7#
Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc. and Paula Tuffin.
8-K 10.17 August 28, 2023
10.8 Sponsor Purchase Subscription Agreement, dated as of August 22, 2023, by and between Better Home & Finance Holding Company and Novator Capital Sponsor, Ltd.
8-K 10.18 August 28, 2023
10.9#
Form of Transaction Bonus Agreement
8-K
10.1 September 29, 2023
31.1 C ertification of Princi pal Executive Officer p ursuant to Secur ities Exchan ge Act Rul es 13a-14(a) and 15(d)-14(a), as adopted p ursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2 Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certi fication of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2 Certification of Principal F inancial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained Exhibit 101)
__________________
# Indicates management contract or compensatory arrangement
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BETTER HOME & FINANCE HOLDING COMPANY
Date: November 14, 2023
By: /s/ Kevin Ryan
Name: Kevin Ryan
Title: Chief Financial Officer and
President
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.