Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 of this report, on May 24, 2023, at the Annual Meeting of Stockholders (“Annual Meeting”) of CPI Card Group, Inc. (the “Company”), the Company's stockholders approved an amendment (“Amendment”) to the Company's Fourth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to reflect new Delaware law provisions regarding officer exculpation. The Amendment was filed with the office of the Secretary of State of Delaware on May 24, 2023, and became effective upon filing.
The Amendment permits exculpation of certain officers only for direct claims brought by stockholders for breach of the fiduciary duty of care, but does not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself, or for derivative claims brought by stockholders in the name of the Company. In addition, the Amendment does not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s Annual Meeting, the Company’s stockholders considered four proposals, which are summarized below and described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) for the Annual Meeting filed with the Securities and Exchange Commission on April 13, 2023. The following are the voting results on each matter submitted to the Company’s stockholders at the Annual Meeting.
Proposal No. 1 – Election of Directors
The Company’s stockholders elected the following individuals to the Board for a one-year term expiring at the Company’s annual meeting of stockholders in 2024:
| | | | | | | | |
Nominee | | For | | Against | | Abstentions | | Broker Non-Votes |
Thomas Furey | | 7,908,945 | | 101,886 | | 3,328 | | 1,498,477 |
Nicholas Peters | | 7,370,850 | | 639,981 | | 3,328 | | 1,498,477 |
H. Sanford Riley | | 7,959,795 | | 51,036 | | 3,328 | | 1,498,477 |
Scott Scheirman | | 7,955,911 | | 54,920 | | 3,328 | | 1,498,477 |
Bradley Seaman | | 7,416,451 | | 587,880 | | 9,828 | | 1,498,477 |
Marc Sheinbaum | | 7,908,627 | | 102,204 | | 3,328 | | 1,498,477 |
Valerie Soranno Keating | | 7,925,594 | | 85,429 | | 3,136 | | 1,498,477 |
Proposal No. 2 – Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 by the following votes:
| | | | |
For | | Against | | Abstentions |
9,214,784 | | 284,677 | | 13,175 |
Proposal No. 3 – Stockholder Advisory Vote to Approve Named Executive Officer Compensation
The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement, by the following votes:
| | | | | | |
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
7,779,686 | | 57,569 | | 176,904 | | 1,498,477 |
