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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 5, 2023

THOUGHTWORKS HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-40812			82-2668392
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(IRS Employer Identification No.)

200 East Randolph Street, 25th Floor

Chicago, Illinois 60601

City, State Zip Code

(312) 373-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

Name of each exchange on which registered

Common Stock, $0.001 par value

TWKS

Nasdaq Global Select Market

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. ☐

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

On June 5, 2023, Thoughtworks Holding, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (“Annual Meeting”) exclusively online via live audio webcast. The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2023. At the beginning of the Annual Meeting, holders of 280,203,708 votes of the Company’s common stock were represented in person or by proxy at the Annual Meeting, which represented 88.41% of the combined voting power of the shares of common stock, constituting a quorum for the transaction of business at the Annual Meeting.

The matters that were voted on at the Annual Meeting and the final voting results for each matter are set forth below.

Proposal No. 1: Election of Directors

The following nominees were elected to the Board of Directors:

			For						Withheld						Broker non-votes
Gina Loften			267,908,030						997,578						11,298,100
Salim Nathoo			208,288,829						60,616,779						11,298,100
William Parrett			230,297,983						38,607,625						11,298,100

Our nominees for Class 2 director were elected to serve until either: (i) our Annual Meeting in 2026; (ii) a successor is duly elected and qualified, or (iii) the director’s death, resignation or removal from office.

Proposal No. 2: To approve the frequency of future advisory votes on executive compensation on an advisory basis.

One Year						Two Years						Three Years						Abstain						Broker non-votes
266,904,433						9,411						1,982,569						9,195						11,298,100

The stockholders approved, on an advisory basis, an annual advisory vote on executive compensation.

Proposal No. 3: Ratify the selection of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

For						Against						Abstain
279,990,321						86,218						127,169

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 7, 2023

THOUGHTWORKS HOLDING, INC.

By:

/s/ Ramona Mateiu

Ramona Mateiu

Chief Legal and Compliance Officer