Priority Technology Holdings, Inc 8-K, filed May 27, 2022
Priority Technology Holdings, Inc. (PRTH)
8-K
2022-05-27
For: 2022-05-27
View Original
Added on
April 12, 2026
About this 8-K
Priority Technology Holdings, Inc filed this 8-K on May 27, 2022.
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)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | 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.
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.
Dated: | ||||||||
| PRIORITY TECHNOLOGY HOLDINGS, INC. | ||||||||
| By: /s/ Michael Vollkommer | ||||||||
| Name: Michael Vollkommer | ||||||||
| Title: Chief Financial Officer | ||||||||