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 0823, 2024

INSTRUCTURE HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40647	84-4325548
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6330 SOUTH 3000 EAST SUITE 700
SALT LAKE CITY, Utah		84121
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 800 203-6755

   

Not Applicable

(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:

☐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	TradingSymbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	INST	The New York Stock Exchange
Common stock, $0.01 par value	INST	The 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 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On May 823, 2024, Instructure Holdings, Inc. (the “Company”) ~~issued~~held aits ~~press~~2024 ~~release~~Annual ~~and~~Meeting ~~supplemental~~of ~~presentation~~Stockholders ~~announcing~~(the ~~its~~“Annual ~~financial~~Meeting”). ~~results~~At ~~for~~ the ~~quarter~~close ~~ended~~of ~~March~~business 31on April 4, 2024., Athe ~~copy~~record date of ~~this~~the ~~press~~Annual ~~release~~Meeting, isthe ~~attached~~Company ~~hereto~~had asan ~~Exhibit~~aggregate 99of 145,927,863 shares of its common stock outstanding.1 ~~and~~The holders of a ~~copy~~total of ~~this~~140,116,752 ~~accompanying~~shares ~~presentation~~of isthe ~~attached~~Company’s ~~hereto~~common asstock ~~Exhibit~~were 99present at the Annual Meeting, either in person or by proxy, which constituted a quorum for the purpose of conducting business at the Annual Meeting.2.

InSet ~~accordance~~forth ~~with~~below ~~General~~are ~~Instruction B.2 of Form 8-K,~~ the ~~information~~final invoting ~~Item~~results ~~2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed”~~ for ~~purposes~~each ofproposal ~~Section~~submitted ~~18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~a ~~liability~~vote of ~~that section, nor shall it be deemed incorporated by reference in any filing under~~ the ~~Securities~~stockholders ~~Act~~at ~~of 1933, as amended, or~~ the ~~Exchange~~Annual ~~Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K~~Meeting.

~~Item~~Proposal 9No.01 ~~Financial~~1: ~~Statements~~Election ~~and~~of ~~Exhibits~~directors.

ExhibitNo.	Description
99.1	Press Release dated May 8, 2024
99.2	Earnings Supplemental Presentation dated May 8, 2024

The Company’s stockholders elected the following nominees for director to serve as Class III directors for a term expiring at the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Steve Daly	131,623,543	5,019,913	3,473,296
Brian Jaffee	125,905,921	10,737,535	3,473,296
Lloyd "Buzz" Waterhouse	136,113,924	529,532	3,473,296

Proposal No. 2: Proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 22, 2024 (“say-on-pay”).

The compensation of the Company’s named executive officers was approved on an advisory basis.


For	Against	Abstentions	Broker Non-Votes
134,970,126	1,666,581	6,749	3,473,296

Proposal No. 3: Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified.


Votes For	Votes Against	Abstentions
139,867,891	243,750	5,111

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.

			Instructure Holdings, Inc.
Date:	May 823, 2024	By:	/s/ Matthew A. Kaminer
			Matthew A. KaminerChief Legal Officer

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