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): ~~June~~July 1802, 2024 ~~(June 13, 2024)~~

KLDiscovery Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38789	61-1898603
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9023 Columbine Road
Eden Prairie, Minnesota		55347
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: ~~703~~888 ~~288~~811-~~3380~~3789

(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))

☐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	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 51.~~03 Amendments~~01 toEntry ~~Articles~~into ofa ~~Incorporation~~Material orDefinitive ~~Bylaws; Change in Fiscal Year~~Agreement.

AsOn ~~described~~July ~~in Item 5.07 below~~2, ~~on June 13,~~ 2024, atKLDiscovery Inc. (the ~~2024~~“Company”) ~~annual~~entered ~~meeting~~into ofthe ~~stockholders~~Third Amendment (the “~~Annual~~Third ~~Meeting~~Amendment”) to the Securities Purchase Agreement, dated as of ~~KLDiscovery~~December ~~Inc.~~16, 2019 (~~the~~as ~~“Company”),~~amended ~~upon~~by ~~the~~that ~~recommendation~~certain First Amendment to Securities Purchase Agreement, dated as of ~~the~~November ~~Company’s~~19, ~~Board~~2021, and that certain Second Amendment to Securities Purchase Agreement, dated as of ~~Directors~~June (14, 2024, the “~~Board~~Securities Purchase Agreement”), with holders of all of the Company’s ~~stockholders~~outstanding ~~approved~~convertible andebentures ~~amendment~~due 2024 (the “~~Amendment~~Debentures”). toThe Third Amendment amends the ~~Company’s~~Securities ~~Second~~Purchase ~~Amended~~Agreement ~~and~~to ~~Restated~~provide ~~Certificate~~that ofthe ~~Incorporation~~Debentures will mature on January 10, 2025 (the “~~Certificate~~Maturity Date”), asunless ~~described~~earlier ~~below.~~converted, ~~The~~redeemed ~~Amendment~~or ~~became~~repurchased, ~~effective~~provided, ~~upon~~however, ~~filing~~that if the ~~Certificate~~parties ofto the Third Amendment ~~with~~enter ~~the~~into ~~Office~~an ofagreement to exchange the ~~Secretary~~Debentures offor ~~State~~newly ofissued ~~the~~common ~~State~~stock of ~~Delaware~~the onCompany, ~~June~~as ~~17,~~contemplated ~~2023. The~~by ~~Amendment~~a ~~provides~~related ~~for~~transaction ~~exculpation~~support ofagreement ~~officers~~(the of“TSA”), the ~~Company~~Maturity Date shall automatically be extended to July 10, 2025; provided, further, that if the ~~fullest~~TSA ~~extent~~is ~~permitted~~terminated byin ~~Delaware~~accordance ~~law~~with its terms, asthe ~~described~~Maturity inDate shall automatically be changed to the ~~definitive~~date ~~proxy~~that ~~statement~~is ~~for~~195 calendar days after the ~~Annual~~day ~~Meeting,~~of ~~which~~such ~~was~~termination. ~~filed~~The ~~with~~foregoing summary of the ~~Securities~~Third Amendment is not complete and ~~Exchange~~is ~~Commission~~qualified onin ~~April~~its 29entirety by reference to the full text of the Third Amendment, ~~2024~~a copy of which is filed with this Form 8-K.

~~The~~As ~~foregoing~~previously ~~summary~~reported ofin the ~~Amendment~~Company’s ~~does~~Current ~~not~~Report ~~purport~~on toForm be8-K ~~complete~~filed on May 2, 2024, the Company and isits ~~qualified~~principal inconvertible debenture holders and its ~~entirety~~principal byterm ~~reference~~loan lender have reached an agreement in principle to significantly reduce the ~~full~~Company’s ~~text~~long-term ofdebt balance and strengthen the ~~Amendment~~Company’s financial position. Subject to execution of applicable definitive documents, this transaction will provide, inter alia, for a ~~copy~~conversion of ~~which~~the isDebentures ~~attached~~into ~~hereto~~approximately as96% ~~Exhibit~~of ~~3.1,~~KLDiscovery’s pro forma outstanding common equity and ~~incorporated~~an ~~herein~~extension byof ~~reference~~the maturity of the Company’s term loan to August 2027.

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

On June 13, 2024, the Company held the Annual Meeting. A total of 43,086,267 shares of the Company's common stock were entitled to vote as of April 16, 2024, the record date for the Annual Meeting. There were 30,549,265 shares voted at the Annual Meeting, at which the stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.

The following directors were elected at the Annual Meeting and the voting for each director was as follows:

NOMINEES	FOR	WITHHELD	BROKER NON-VOTES
Lauren Tanenbaum	26,780,693	1,356,640	2,411,932
Evan Morgan	26,874,555	1,262,778	2,411,932
Jill Frizzley	28,135,263	2,070	2,411,932

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified by the following vote:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
29,286,930	1,261,859	476	-

The amendment to the Second Amended and Restated Certificate of Incorporation of KLDiscovery Inc. to provide for officer exculpation was approved by the following vote:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
26,780,693	1,355,721	919	2,411,932

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation
2.1	Third Amendment to the Securities Purchase Agreement, dated as of July 2, 2024, by and among KLDiscovery Inc. (formerly known as Pivotal Acquisition Corp.) and the Purchasers named therein
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			KLDiscovery Inc.
Date:	~~June~~July 182, 2024	By:	/s/ Dawn Wilson
		Name:Title:	Dawn WilsonChief Financial Officer

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