Pathward Financial, Inc 8-K, filed Feb 26, 2025
Pathward Financial, Inc. (CASH)
8-K
2025-02-26
For: 2025-02-25
View Original
Added on
April 07, 2026
About this 8-K
Pathward Financial, Inc filed this 8-K on February 26, 2025, reporting on events of February 25, 2025.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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): February 25, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (877 ) 497-7497
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
Annual Meeting of Stockholders
At the 2025 Annual Meeting of Stockholders of Pathward Financial, Inc. (the "Company") held virtually on February 25, 2025 (the "Annual Meeting"), the shareholders of the Company: (i) elected each of the persons listed below under Proposal 1 to serve as a director of the Company for a term of two years (Mr. Mehta) and for a term of three years (Ms. Hoople, Mr. McCray, and Mr. Pharr), in each case until their successors are elected and duly qualified; (ii) approved, on a non-binding advisory basis, the compensation of the Company’s “named executive officers” disclosed in the Company’s 2025 Proxy Statement; (iii) ratified the appointment of Crowe LLP as the independent auditors of the Company’s financial statements for the year ending September 30, 2025.
The final results for the votes regarding the proposals are as follows:
Proposal 1:
To elect one director (Mr. Mehta) for a term of two years ending in 2027 and three directors (Ms. Hoople, Mr. McCray, and Mr. Pharr) for a term of three years ending in 2028, until their successors are elected and duly qualified:
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Elizabeth G. Hoople | 18,243,838 | 932,935 | 1,837,473 | ||||||||
| Ronald D. McCray | 18,924,724 | 252,049 | 1,837,473 | ||||||||
| Brett L. Pharr | 18,982,723 | 194,050 | 1,837,473 | ||||||||
| Neeraj K. Mehta | 18,847,394 | 329,379 | 1,837,473 | ||||||||
The following directors continue to serve on the Board of Directors following the Annual Meeting: Douglas J. Hajek, Christopher Perretta, Becky S. Shulman, Kendall E. Stork, and Lizabeth H. Zlatkus.
Proposal 2:
To approve, by a non-binding advisory vote, the compensation of the Company’s “named executive officers” (a “Say-on-Pay” vote), with 18,764,231 votes cast for, 377,838 votes cast against, 34,704 votes abstaining and 1,837,473 broker non-votes.
Proposal 3:
To ratify the appointment by the Board of Directors of independent registered public accounting firm Crowe LLP as the independent auditors of the Company’s financial statements for the fiscal year ending September 30, 2025, with 20,868,637 votes cast for, 133,781 votes cast against and 11,828 votes abstaining.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | ||||
| 104 | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document). | ||||
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.
PATHWARD FINANCIAL, INC. | ||||||||
| Date: February 26, 2025 | By: | /s/ Gregory A. Sigrist | ||||||
| Gregory A. Sigrist | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||