UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report ~~(Date of earliest event reported)~~: ~~September~~ 24November 7, 2024

~~___________________~~Date of Earliest Event Reported: November 7, 2024

~~Envestnet~~ENVESTNET, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

Delaware

~~001-34835~~

~~20-1409613~~

001-34835

20-1409613

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification Number)

1000 Chesterbrook Boulevard, Suite 250

1000 Chesterbrook Boulevard, Suite 250, Berwyn, Pennsylvania

19312

(Address of principal executive offices)

(Zip Code)

Berwyn, Pennsylvania 19312

(Address of principal executive offices, including zip code)

(312) 827-2800

(Registrant’s telephone number, including area code)

Not ~~applicable~~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 (see General Instruction A.2. below):

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	~~Trading Symbol(s)~~	Trading symbol(s)	~~Name of each exchange on which registered~~	Name of exchange on which registered
Common Stock, Par Value $0.005 Per Share	ENV		New York Stock Exchange
Common Stock, par value $0.005 per share		ENV		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 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders.~~Condition

On ~~September 24~~November 7, 2024, Envestnet, Inc., ~~a Delaware corporation~~ (“Envestnet” ~~or the “Company”~~), ~~held~~issued a ~~special~~press ~~meeting~~release ofregarding ~~its~~Envestnet’s financial ~~stockholders (the~~results ~~“Special~~for ~~Meeting”)~~its tothird ~~consider~~quarter ~~certain~~ended ~~proposals~~September ~~related to the Agreement and Plan of Merger~~30, ~~dated~~ ~~as of July 11,~~ 2024 ~~(as it may be amended from time to time, the “Merger Agreement”), by and among BCPE Pequod Buyer, Inc~~. ~~(“Parent”), BCPE~~The ~~Pequod~~full ~~Merger~~text ~~Sub, Inc., a direct, wholly owned subsidiary~~ of ~~Parent (“Merger Sub”), and~~ Envestnet, pursuant to which Merger Sub will merge with and into Envestnet (the “Merger”), with Envestnet surviving the Merger and becoming a wholly owned subsidiary of Parent. Each proposal voted on at the Special Meeting is described in detail in the Company’s ~~definitive~~press ~~proxy~~release ~~statement on~~is ~~Schedule~~furnished ~~14A~~herewith ~~(the~~as ~~“Proxy Statement”) filed with the Securities and Exchange Commission (“SEC”) and mailed to Company stockholders commencing on August 23, 2024~~Exhibit 99.1.

AsThe ofinformation in this Item 2.02 and the ~~close~~attached ofexhibit ~~business on~~is ~~August~~being ~~20,~~furnished ~~2024,~~to the ~~record~~Securities ~~date~~and ~~for~~Exchange ~~the~~Commission ~~Special~~and ~~Meeting,~~shall ~~there~~not ~~were~~be ~~55,244,657~~deemed ~~shares~~“filed” offor ~~common~~purposes ~~stock~~of Section 18 of ~~Envestnet,~~the ~~par~~Securities ~~value~~Exchange ~~$0.005 per~~Act ~~share~~of 1934, as amended (the “~~Envestnet~~Exchange ~~Common Stock~~Act”), ~~outstanding~~or ~~and~~otherwise ~~entitled~~subject to bethe ~~voted~~liabilities atof ~~the~~that ~~Special~~Section, ~~Meeting.~~nor Ashall ~~total~~it ofbe ~~43,118,361 shares~~deemed ofincorporated ~~Envestnet~~by ~~Common~~reference ~~Stock,~~into ~~representing~~any ~~approximately~~filing ~~78.05%~~ of Envestnet under the ~~outstanding~~Securities ~~shares~~Act of ~~Envestnet~~1933, ~~Common~~as ~~Stock~~amended, ~~entitled~~or tothe ~~vote~~Exchange Act, ~~were~~ ~~present~~except ~~virtually~~as orshall be expressly set forth by ~~proxy,~~specific ~~constituting~~reference in such a ~~quorum~~filing.

~~The~~Item ~~voting~~9.01. ~~results~~Financial ~~for the~~Statements ~~proposals~~and ~~voted on at the Special Meeting are set forth below:~~Exhibits

1. The Merger Proposal – To adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Envestnet, with Envestnet surviving the Merger and becoming a wholly owned subsidiary of Parent, and to approve the Merger.

	For				Against				Abstain				Broker Non-Votes
	42,827,672				193,657				97,032				-

As a result, the Merger Proposal was approved by the requisite vote of the Company’s stockholders.

2. The Merger-Related Compensation Proposal – To approve, on a non-binding advisory basis, the compensation that will or may become payable by Envestnet to its named executive officers in connection with the Merger.

	For				Against				Abstain				Broker Non-Votes
	41,431,052				1,580,029				107,280				-

As a result, the Merger-Related Compensation Proposal was approved by the requisite vote of the Company’s stockholders.

3. The Adjournment Proposal – To approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum.

Because there were sufficient votes represented at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was moot and was not presented for approval by the Company’s stockholders at the Special Meeting.

Item 8.01. Other Events.

On September 24, 2024, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
Exhibit No.			Description
99.1	~~99.1~~	~~Press Release of the Company, dated September 24, 2024.~~	Press Release dated November 7, 2024
104	~~104~~	~~The cover page of this Current Report on Form 8-K formatted as Inline XBRL.~~	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

~~SIGNATURES~~SIGNATURE

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 ~~thereunto~~hereunto duly authorized.

	Envestnet, Inc.
Date: September 24, 2024	By:	/s/ James L. Fox
	Name: Title:	James L. FoxInterim Chief Executive Officer

Dated: November 7, 2024


ENVESTNET, INC.

By:			/s/ Joshua B. Warren
Name:			Joshua B. Warren
Title:			Chief Financial Officer

Filing Compare · ENVESTNET, INC.