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 27, 2020
CPI CARD GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction
of incorporation) | | 001-37584 (Commission
File Number) | | 26-0344657 (I.R.S. Employer
Identification No.) |
| | | CPI Card Group Inc.
10026 West San Juan Way
Littleton, CO (Address of principal executive offices) | | 80127 (Zip Code) |
(720) 681-6304
(Registrant’s telephone number, including area code)
N/A
(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)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 par value | | PMTS | | OTC Markets Group Inc. |
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 x
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. x
Item 5.07 Submission of Matters to a Vote of Security Holders.
CPI Card Group Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”) on May 27, 2020. At the Annual Meeting, the Company’s stockholders voted on (i) the election of six directors and (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2020. All six director nominees were elected, and the stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2020.
The following are the voting results on each matter submitted to the Company’s stockholders at the Annual Meeting. The proposals below are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 13, 2020.
I. Election to the Company’s Board of Directors of the following six nominees:
| Nominee | | For | | | Against | | | Abstentions | | | Broker Non-Votes | |
| Robert Pearce | | | 7,555,566 | | | | 24,892 | | | | 3,157 | | | | 1,966,543 | |
| Nicholas Peters | | | 7,485,780 | | | | 94,633 | | | | 3,202 | | | | 1,966,543 | |
| Scott Scheirman | | | 7,422,773 | | | | 157,875 | | | | 2,967 | | | | 1,966,543 | |
| Bradley Seaman | | | 7,485,713 | | | | 94,899 | | | | 3,003 | | | | 1,966,543 | |
| Marc Sheinbaum | | | 7,549,573 | | | | 26,786 | | | | 7,256 | | | | 1,966,543 | |
| Valerie Soranno Keating | | | 7,510,295 | | | | 66,284 | | | | 7,036 | | | | 1,966,543 | |
II. Ratification of appointment of KPMG LLP as independent registered public accounting firm:
| For | | Against | | | Abstentions | |
| 9,464,398 | | | 77,730 | | | | 8,030 | |
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.
| | CPI CARD GROUP INC. |
| | | |
| Date: May 29, 2020 | By: | /s/ Sarah J. Kilgore |
| | Name: Sarah J. Kilgore |
| | Title: Chief Legal and Compliance Officer |
