Worldpay 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 16, 2019

Worldpay, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35462	26-4532998
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8500 Governor’s Hill Drive

Symmes Township, Ohio 45249

(Address of principal executive offices, including zip code)

(513)900-5250

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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
Class A Common Stock, $0.0001 par value	WP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).

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.

Worldpay, Inc. (“Worldpay”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on May 16, 2019. At the Annual Meeting, Worldpay stockholders voted on and approved four proposals, each of which is described in more detail in Worldpay’s definitive proxy statement dated April 3, 2019. Present at the Annual Meeting in person or by proxy were holders of shares of Class A common stock representing 255,655,354 votes.

The final voting results were as follows:

1. Election of three Class I directors:

Director	For		Withhold		Broker Non-Votes
Lee Adrean		246,252,992		1,548,390		7,853,972
Mark Heimbouch		238,631,936		9,169,446		7,853,972
Gary Lauer		245,976,578		1,824,804		7,853,972

2. Advisory approval of the compensation of Worldpay’s named executive officers:

For:	239,674,994
Against:	7,691,150
Abstain:	435,238
BrokerNon-Votes:	7,853,972

3. Advisory approval of the preferred frequency of stockholder advisory votes on executive compensation:

1 year:	237,411,149
2 years:	44,864
3 years:	9,152,240
Abstain:	1,193,129
BrokerNon-Votes:	7,853,972

4. Ratification of the appointment of Deloitte & Touche LLP as Worldpay’s independent registered public accounting firm for the fiscal year ending December 31, 2019:

For:	254,103,746
Against:	1,457,673
Abstain:	93,935
BrokerNon-Votes:	—

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SIGNATURES

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.

	WORLDPAY, INC.
Dated: May 16, 2019	By:	/s/ JARED M. WARNER
	Name:	Jared M. Warner
	Title:	General Counsel and Corporate Secretary

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