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
October 23, 2019
Date of Report (Date of earliest event reported)
Priority Technology Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 001-37872 | | 47-4257046 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 2001 Westside Parkway | | 30004 |
| Suite 155 | | |
| Alpharetta, | Georgia | | |
| (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):
☐ 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:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, $0.001 par value | | PRTH | | Nasdaq Global Market |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 23, 2019, the board of directors (the "Board") of Priority Technology Holdings, Inc. (the "Company"), upon the recommendation of its nominating and corporate governance committee, appointed Christina M. Favilla to the Board, effective immediately, with a term that expires at the Company's 2020 annual meeting of stockholders or until her successor is duly elected and qualified. The Board affirmatively determined that Ms. Favilla is independent in accordance with the corporate governance rules of the Nasdaq Stock Market LLC for listed companies and also independent under the rules of the Securities and Exchange Commission applicable to members of an audit committee. Consistent with the Company's other non-employee directors, the Company entered into its customary Independent Director Agreement with Ms. Favilla, a form of which was previously filed by the Company as Exhibit 10.19 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 29, 2019, pursuant to which Ms. Favilla will be entitled to receive in respect of 2019 and 2020 a prorated portion of the $50,000 annual cash compensation. Ms. Favilla will also serve on the Board's audit committee and will replace William Gahan, who will continue to serve on the Board.
There are no arrangements or understanding between Ms. Favilla and any other person pursuant to which he was selected as a director. There also are no transactions in which Ms. Favilla has an interest requiring disclosure under Item 404(a) of Regulation S-K.
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.
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| Dated: October 29, 2019 | |
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| | PRIORITY TECHNOLOGY HOLDINGS, INC. |
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| | By: /s/ Michael Vollkommer |
| | Name: Michael Vollkommer |
| | Title: Chief Financial Officer |
