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): December 18, 2019

PIVOTAL ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code:    212-818-8800

Not 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):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☒

On December 18, 2019, Pivotal Acquisition Corp. (“Pivotal”) held an Annual Meeting of Stockholders (the “Meeting”). At the Meeting, Pivotal’s stockholders considered the following proposals:

1.    A proposal to approve and adopt the Agreement and Plan of Reorganization, dated as of May 20, 2019, as amended, by and among Pivotal, Pivotal Merger Sub Corp., LD Topco, Inc. and, solely in its capacity as representative of the stockholders of the Company, Carlyle Equity Opportunity GP, L.P., a Delaware limited partnership, and the transactions contemplated thereby. The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:

2(a).    A proposal to approve the following amendment to Pivotal’s current amended and restated certificate of incorporation: to change the name of the company to “KLDiscovery Inc.” The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:

2(b).    A proposal to approve the following amendment to Pivotal’s current amended and restated certificate of incorporation: to increase Pivotal’s capitalization so that it will have 200,000,000 authorized shares of a single class of common stock and 1,000,000 authorized shares of preferred stock. The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:

2(c).    A proposal to approve the following amendment to Pivotal’s current amended and restated certificate of incorporation: to delete the various provisions applicable only to special purpose acquisition corporations. The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:

3.    A proposal to elect 8 directors who, upon the consummation of the transactions, will be the directors of Pivotal, in the classes set forth below. The following is a tabulation of the votes with respect to each director elected at the Meeting:

4.    A proposal to approve the adoption of the 2019 Incentive Award Plan. The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:

5.    A proposal to approve the adoption of the 2019 Employee Stock Purchase Plan. The following is a tabulation of the votes with respect to this proposal, which was approved by Pivotal’s stockholders:

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 hereunto duly authorized.