8-K

ALTISOURCE PORTFOLIO SOLUTIONS S.A. (ASPS)

8-K 2022-05-18 For: 2022-05-18
View Original
Added on April 05, 2026

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): May 18, 2022 (May 17, 2022)

ALTISOURCE PORTFOLIO SOLUTIONS S.A.

(Exact name of Registrant as specified in its Charter)

Luxembourg 001-34354 98-0554932
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

33 Boulevard Prince Henri

L-1724 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive offices including zip code)

+352 2469 7900

(Registrant’s telephone number, including area code)

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:

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)) Title of each class Trading Symbol Name of each exchange on which registered
--- --- ---
Common Stock, $1.00 par value ASPS 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.

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

On May 17, 2022, Altisource Portfolio Solutions S.A. (the “Company”) held its 2022 annual meeting of shareholders (the “Annual Meeting”) followed by an extraordinary meeting of shareholders (the “Extraordinary Meeting”). A quorum was present for each of the meetings.

The final results for each matter submitted to a vote of shareholders at the Annual Meeting were as follows:

(i)The following Directors were elected until the next annual meeting of shareholders or until their respective successors have been elected and qualified by the following vote:

Name For Against Abstentions Broker Non-Votes
John G. Aldridge, Jr. 5,927,745 10,818 21,122 7,918,089
Mary C. Hickok 5,685,486 252,349 21,850 7,918,089
Joseph L. Morettini 5,899,095 39,468 21,122 7,918,089
Roland Müller-Ineichen 5,912,086 26,477 21,122 7,918,089
William B. Shepro 5,928,149 10,412 21,124 7,918,089

(ii)The appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered certified public accounting firm for the year ending December 31, 2022 and the appointment of Atwell S.à r.l. as the Company’s certified auditor (Réviseur d’Entreprises) for the same period were approved by the following vote:

For Against Abstentions Broker Non-Votes
13,871,045 3,846 2,883 N/A

(iii)The Company’s unconsolidated annual accounts prepared in accordance with accounting principles generally accepted in Luxembourg (the “Luxembourg Annual Accounts”) for the year ended December 31, 2021 and the Company’s consolidated financial statements prepared in accordance with International Financial Reporting Standards (the “Consolidated Accounts” and, together with the Luxembourg Annual Accounts, the “Luxembourg Statutory Accounts”) as of and for the year ended December 31, 2021 were approved by the following vote:

For Against Abstentions Broker Non-Votes
5,951,909 6,161 1,615 7,918,089

(iv)The receipt and approval of the Directors’ reports for the Luxembourg Statutory Accounts for the year ended December 31, 2021 and the receipt of the report of the supervisory auditor (Commissaire aux Comptes) for the Luxembourg Annual Accounts for the same period were approved by the following vote:

For Against Abstentions Broker Non-Votes
5,951,220 6,297 2,168 7,918,089

(v)The allocation of the results in the Luxembourg Annual Accounts for the year ended December 31, 2021 was approved by the following vote:

For Against Abstentions Broker Non-Votes
5,948,645 5,237 5,803 7,918,089

(vi)The discharge of each of the Directors of the Company for the performance of their mandates for the year ended December 31, 2021 and the supervisory auditor (Commissaire aux Comptes) for the performance of her mandate for the same period was approved by the following vote:

For Against Abstentions Broker Non-Votes
5,940,867 11,460 7,358 7,918,089

(vii)The compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (“Say-on-Pay”) was approved on an advisory (non-binding) basis by the following vote, with 92.10% of the votes cast being cast in favor of the proposal:

For Against Abstentions Broker Non-Votes
5,455,226 465,325 39,134 7,918,089

The final results for each matter submitted to a vote of shareholders at the Extraordinary Meeting were as follows. The Company did not receive any broker non-votes with respect to any of the proposals presented.

(i)To (i) amend the Company's Articles of Incorporation to renew and extend the current authorization of the Board of Directors to issue shares of the Company’s common stock, within the limits of the Company’s authorized share capital of one hundred million dollars ($100,000,000) which includes the current authorization, in connection with any such issuance, to limit or cancel the preferential subscription rights of shareholders, each for a period of five (5) years, and (ii) receive the report issued by the Board of Directors pursuant to article 420-26 (5) of the Luxembourg Law of 10 August 1915 on commercial companies, as amended (the “Luxembourg Company Law”)

For Against Abstentions
7,606,572 894,003 18,678

(ii)To amend the relevant provisions of the Company's Articles of Incorporation to effectuate recent changes in the Luxembourg Company Law, in particular further to the Luxembourg regulation dated 5 December 2017 coordinating such act, and make certain other administrative changes as set forth in the proposed amended provisions of the Articles of Incorporation

For Against Abstentions
8,498,604 9,789 10,860

Each of the foregoing proposals for the Annual Meeting and for the Extraordinary Meeting is more fully described in the joint proxy statement filed by the Company with the Securities and Exchange Commission on April 4, 2022.

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.

Date: May 18, 2022

Altisource Portfolio Solutions S.A.
By: /s/
Name: Michelle D. Esterman
Title: Chief Financial Officer