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~~August 5, 2025

CLEAR SECURE, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-40568

86-2643981

(State of

Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


85 10th Avenue, 9th Floor, New York, NY 10011
(Address of Principal Executive Offices) (Zip Code)

(646) 723-1404

(Registrant’s telephone number, including area code)

(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

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.00001 per share

YOU

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 Results ~~Submission~~ of ~~Matters~~Operations toand aFinancial ~~Vote of Securityholders.~~Condition

On ~~June~~August 5, 2025, Clear Secure, Inc. (the "“Company"”) ~~held~~issued ~~its~~a ~~2025~~press ~~annual~~release ~~meeting~~announcing ofits ~~stockholders~~financial ~~(the~~results ~~"Annual~~for ~~Meeting"). In accordance with~~ the ~~Company’s~~quarter ~~Third~~ended ~~Amended~~June ~~and Restated Certificate of Incorporation~~30, ~~holders of Class A common stock, $0~~2025.~~00001~~ ~~par value per share (“Class~~ A ~~Common~~copy ~~Stock”) and Class C common stock, $0.00001 par value per share (“Class C Common Stock”) have one vote per share, and holders~~ of ~~Class B common stock, $0.00001 par value per share (“Class B Common Stock”) and Class D common stock, $0.00001 par value per share (“Class D Common Stock,” and, collectively with~~ the ~~Class~~press Arelease ~~Common~~is ~~Stock,~~furnished ~~Class~~as BExhibit ~~Common Stock and Class C Common Stock, the “Common Stock”) have twenty votes per share~~99.1 ~~The~~to ~~proposals~~this ~~are~~Current ~~described~~Report inon ~~the~~Form ~~Company's~~8-K ~~proxy statement for the 2025 Annual Meeting of Stockholders filed with the Securities~~ and ~~Exchange~~is ~~Commission~~incorporated onby ~~April~~reference ~~11, 2025~~herein. ~~The final results for the votes regarding each proposal are set forth below.~~

	For	Withheld	Broker Non-Votes
Caryn Seidman Becker	599,834,693	1,593,678	7,138,420
Michael Z. Barkin	599,933,897	1,494,474	7,138,420
Jeffery H. Boyd	580,580,921	20,847,450	7,138,420
Tomago Collins	599,961,027	1,467,344	7,138,420
Shawn Henry	600,784,883	643,488	7,138,420
Kathryn Hollister	600,592,196	836,175	7,138,420
Marne Levine	601,063,265	365,106	7,138,420
Peter Scher	600,734,074	694,297	7,138,420
Adam J. Wiener	599,601,224	1,827,147	7,138,420

As previously disclosed, the Company will host a conference call to discuss its financial results for the quarter ended June 30, 2025 at 8:00 a.m. ET on August 5, 2025. Investors and analysts can access the live teleconference call by dialing toll-free 877-407-3089 for U.S. participants and +1 215-268-9854 for international participants. Listeners can access the live webcast at https://event.choruscall.com/mediaframe/webcast.html?webcastid=8VBEqvQ8. A webcast replay and transcript of the webcast will be available after the event on the investor relations website at https://ir.clearme.com.

For			Against			Abstain			Broker Non-Votes
608,265,727			84,479			216,585			0

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the press release, as attached to this Current Report on Form 8-K.

For			Against			Abstain			Broker Non-Votes
598,623,730			2,583,805			220,836			7,138,420

The Company uses its Investor Relations website (https://ir.clearme.com) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

The information furnished in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press release, dated August 5, 2025, announcing the financial results for the quarter ended June 30, 2025 of Clear Secure, Inc.
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.

CLEAR SECURE, INC.

Date:

~~June~~August 95, 2025

By:

/s/ ~~Emma~~Jennifer ~~Barnett Bauman~~Hsu

Name: Emma Barnett Bauman

Jennifer Hsu

Title: Senior Vice President & Secretary

Chief Financial Officer

Filing Compare · Clear Secure, Inc.