gshd-20210503

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Delaware

001-38466

82-3886022

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

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):


☐			Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $.01 per share	GSHD	NASDAQ

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).

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. ☐

On May 3, 2021, Goosehead Insurance, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the shareholders of the Company voted on the following four proposals:

The following nominees were elected to the Company’s Board of Directors to hold office for terms to expire in one year or until their successors are elected and qualified, or until his or her earlier death, resignation or removal. The votes cast at the Annual Meeting were as follows:


Nominee	For	Withheld	Broker Non-Votes
Mark E. Jones	26,284,740	8,317,393	703,499
Robyn Jones	27,491,511	7,110,622	703,499
Peter Lane	31,887,503	2,714,630	703,499
Mark Miller	33,092,372	1,509,761	703,499
James Reid	33,704,890	897,243	703,499

Proposal 2— Ratification of Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved based upon the following votes:

The proposal to approve an advisory resolution relating to the approval of compensation paid to the Company’s named executive officers was approved based upon the following votes:

Proposal 4—Advisory Vote on the Frequency of Advisory Votes on Executive Compensation

The votes for one year, two years or three years with respect to the advisory vote related to the frequency of advisory votes on executive compensation of the Company’s named executive officers was as follows:

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.


						GOOSEHEAD INSURANCE, INC.



			By:			/s/ Mark E. Jones
						Mark E. Jones Chairman and Chief Executive Officer


For	Against	Abstain
35,303,502	821	1,309


For	Against	Abstain
24,365,876	10,020,949	215,308


1 Year	2 Years	3 Years	Abstain
34,052,187	3,209	331,887	214,850