(Exact Name of Registrant as Specified in its Charter)
Delaware
001-37872
47-4257046
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
2001 Westside Parkway
Suite 155
Alpharetta,
Georgia
30004
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (800) 935-5961
(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):
☐ 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
PRTH
Nasdaq Global 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. ☐
Item 5.07.Submission of Matters to a Vote of Security Holders.
On May 25, 2022, Priority Technology Holdings, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”).A total of 58,677,884 shares, or 76.36% of the Company’s outstanding shares of common stock as of the record date for the Annual Meeting, were represented in person through virtual attendance or by proxy at the Annual meeting constituting a quorum.
Proposal 1 – Election of Directors.
The Company’s stockholders elected each of the persons listed below to served as director until the next annual meeting in 2023 or until his earlier resignation, death, or removal.The votes were cast as follows:
Name of Nominee
For
Against
Abstain
Broker Non-Votes
Thomas Priore
56,754,073
95,789
1,716
1,826,306
John Priore
56,789,921
59,957
1,700
1,826,306
Marietta Davis
56,790,081
59,797
1,700
1,826,306
Christina Favilla
56,775,917
73,945
1,716
1,826,306
Stephen Hipp
56,784,375
65,503
1,700
1,826,306
Michael Passilla
56,784,987
64,891
1,700
1,826,306
Proposal 2 – Approval of Amendment 1 to the Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan
The Company’s stockholders approved Amendment 1 to the Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan.The votes were cast as follows:
For
Against
Abstain
Broker Non-Votes
56,840,526
9,537
1,515
1,826,306
Proposal 3 – Approval of Amendment 1 to the Priority Technology Holdings, Inc. 2018 Equity Incentive Plan
The Company’s stockholders approved Amendment 1 to the Priority Technology Holdings, Inc. 2018 Equity Incentive Compensation Plan.The votes were cast as follows:
For
Against
Abstain
Broker Non-Votes
56,793,041
57,022
1,515
1,826,306
Proposal 4 – Approval, on a non-binding basis, the compensation of our named executive officers.
For
Against
Abstain
Broker Non-Votes
54,658,899
2,191,079
1,600
1,826,306
Proposal 5 – Approval, on a non-binding basis, the frequency of approval of the compensation of our named executive officers.
1 Year
2 Years
3 Years
Abstain
56,847,816
1,121
861
1,780
Proposal 6 – Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2022.
For
Against
Abstain
Broker Non-Votes
58,450,018
227,766
100
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.
Exhibit Number
Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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.