As filed with the Securities and Exchange Commission on March 13, 2024
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOOSEHEAD INSURANCE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 82-3886022 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
1500 Solana Blvd Building 4, Suite 4500 Westlake, TX 76262 (214) 838-5500 | ||||||||
| (Address of Principal Executive Offices) (Zip Code) | ||||||||
Amended and Restated Omnibus Incentive Plan Employee Stock Purchase Plan | |||||||||||
John O’Connor General Counsel 1500 Solana Blvd Building 4, Suite 4500 Westlake, TX 76262 (214) 838-5500 | |||||||||||
| (Name, address and telephone number, including area code, of agent for service) | |||||||||||
| With a copy to: | Pedro J. Bermeo Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 | |||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ | Accelerated filer ☐ | ||||
| Non-accelerated filer (Do not check if a smaller reporting company) ☐ | Smaller reporting company ☐ | ||||
| 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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement has been prepared and filed by Goosehead Insurance, Inc. (“Registrant”) with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering (i) an additional 1,500,000 shares of the Registrant’s Class A common stock, par value $0.01 per share (the “Shares”), that are issuable at any time or from time to time under the Registrant’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Plan”) and (ii) an additional 10,000 Shares that are issuable at any time or from time to time under the Registrant’s Employee Stock Purchase Plan (the “ESPP,” and together with the Omnibus Plan, the “Plans”), pursuant to the provisions of each of the Plans that provide for automatic annual increases in the number of shares reserved for issuance under the Plans. Pursuant to General Instruction E, the contents of the Registration Statements on Form S-8 filed with the Commission on April 26, 2018 (Registration No. 333-224468 and Registration No. 333-224470); June 17, 2019 (Registration No. 333-232150), May 13, 2020 (Registration No. 333-238237), March 22, 2021 (Registration No. 333-254596), March 11, 2022 (Registration No. 333-263482) and March 9, 2023 (Registration No. 333-270432), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, to the extent not superseded hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 001-38466) (the “Annual Report”), filed with the Commission on February 22, 2024 pursuant to Section 13(a) of the Exchange Act;
(b) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (a) above; and
(c) The description of the Registrant’s capital stock which is contained in Exhibit 4.1 to the Annual Report, including any amendments or supplements thereto.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| Exhibit Number | Exhibit Description | ||||
| 5.1 | |||||
| 23.1 | |||||
| 23.2 | |||||
| 24.1 | |||||
| 99.1 | |||||
| 99.2 | |||||
| 107 | |||||
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake, State of Texas on the 13th day of March, 2024.
| GOOSEHEAD INSURANCE, INC. | ||||||||
| By: | /s/ John O’Connor | |||||||
| Name: | John O’Connor | |||||||
| Title: | General Counsel | |||||||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Mark E. Jones, Mark K. Miller, Mark E. Jones, Jr. and John O’Connor, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable Goosehead Insurance, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of one or more registration statements on Form S-8 under the Securities Act of 1933, as amended, including, specifically, but without limitation, power and authority to sign the name of the undersigned to any such registration statement, and any amendments to any such registration statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
[Signature page follows.]
| Signature | Title | Date | ||||||
/s/ Mark E. Jones | Chairman, Director and Chief Executive Officer (principal executive officer) | March 13, 2024 | ||||||
Mark E. Jones | ||||||||
/s/ Mark E. Jones, Jr. | Chief Financial Officer (principal financial officer and principal accounting officer) | March 13, 2024 | ||||||
Mark E. Jones, Jr. | ||||||||
/s/ Robyn Jones | Vice Chairman and Director | March 13, 2024 | ||||||
Robyn Jones | ||||||||
/s/ Peter Lane | Director | March 13, 2024 | ||||||
Peter Lane | ||||||||
/s/ Mark Miller | Director | March 13, 2024 | ||||||
Mark Miller | ||||||||
/s/ James Reid | Director | March 13, 2024 | ||||||
James Reid | ||||||||
/s/ Thomas McConnon | Director | March 13, 2024 | ||||||
Thomas McConnon | ||||||||
/s/ Waded Cruzado | Director | March 13, 2024 | ||||||
| Waded Cruzado | ||||||||
EXHIBIT 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Goosehead Insurance, Inc.
(Exact name of registration as specified in its charter)
Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price per Unit(3) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(4) | ||||||||||||||||
| Equity | Class A common stock, $0.01 par value per share, reserved for issuance under the Registrant’s Omnibus Plan | Rule 457(c) and Rule 457(h) | 1,500,000(2) | $78.92 | $118,380,000 | 0.0001476 | $17,472.89 | ||||||||||||||||
| Equity | Class A common stock, $0.01 par value per share, reserved for issuance under the Registrant’s ESPP | Rule 457(c) and Rule 457(h) | 10,000(2) | $78.92 | $789,200 | 0.0001476 | $116.49 | ||||||||||||||||
| Total Offering Amounts | $119,169,200 | $17,589.38 | |||||||||||||||||||||
| Total Fee Offsets | $ ---- | ||||||||||||||||||||||
| Net Fee Due | $17,589.38 | ||||||||||||||||||||||
(1)This Registration Statement on Form S-8 (this “Registration Statement”) covers additional shares of Class A common stock of Goosehead Insurance, Inc. (the “Registrant”) (i) authorized for issuance under the Goosehead Insurance, Inc. Amended and Restated Omnibus Incentive Plan (the “Omnibus Plan”) and the Goosehead Insurance, Inc. Employee Stock Purchase Plan (the “ESPP,” together with the Omnibus Plan, the “Plans”); and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of the Registrant’s Class A common stock that may become issuable under the Plans by reason of any stock dividend, stock split or other similar transaction.
(2)Represents additional shares of the Registrant’s Class A common stock reserved for issuance under the Plans pursuant to the provisions of each of the Plans that provide for automatic annual increases in the number of shares reserved for issuance under the Plans.
(3)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high ($80.52) and low ($77.31) prices of the Registrant's Class A Common Stock as reported on the Nasdaq Global Select Market on March 6, 2024.
(4)Rounded up to the nearest penny.
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 davispolk.com
March 13, 2024
Goosehead Insurance, Inc. 1500 Solana Blvd
Building 4, Suite 4500
Westlake, TX 76262 Ladies and Gentlemen:
We have acted as special counsel to Goosehead Insurance, Inc. a Delaware corporation (the “Company”),
and are delivering this opinion in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the registration of (i) 1,500,000 shares of the Registrant’s Class A common stock, par value $0.01 per share (“Shares”), issuable pursuant to the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Plan”) and (ii) 10,000 Shares issuable pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP,” and together with the Omnibus Plan, the “Plans”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued pursuant to the Plans upon receipt by the Company of the consideration for the Shares specified therein, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the States of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
March 13, 2024 2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 21, 2024, relating to the financial statements of Goosehead Insurance, Inc. and the effectiveness of the Goosehead Insurance, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Goosehead Insurance, Inc. for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP
Dallas, Texas
March 13, 2024