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
June 9, 2021
Date of Report (Date of earliest event reported)
Priority Technology Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37872 | 47-4257046 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| 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:
| 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 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2021, Priority Technology Holdings, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). A total of 63,136,738 shares, or 93.32% 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 2022 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 | 60,496,456 | 1,249,091 | 100 | 1,391,091 | ||||||||||
| John Priore | 61,630,337 | 115,210 | 100 | 1,391,091 | ||||||||||
| Marietta Davis | 61,720,027 | 115,210 | 7,110 | 1,391,091 | ||||||||||
| Christina Favilla | 60,718,484 | 1,020,053 | 7,110 | 1,391,091 | ||||||||||
| Stephen Hipp | 61,720,125 | 18,412 | 7,110 | 1,391,091 | ||||||||||
| Michael Passilla | 60,649,705 | 1,088,832 | 7,110 | 1,391,091 | ||||||||||
Proposal 2 – Approval of the Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan
The Company’s stockholders approved the Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan. The votes were cast as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 60,590,758 | 1,154,864 | 25 | 1,391,091 | ||||||||
Proposal 3 – Approval of an amendment to our Second Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements
The Company’s stockholders approved the amendment to the Second Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements. The votes were cast as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 61,629,596 | 100,484 | 15,567 | 1,391,091 | ||||||||
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 No. | Description of Exhibit | |||||||
| 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: June 11, 2021 | ||||||||
| PRIORITY TECHNOLOGY HOLDINGS, INC. | ||||||||
| By: /s/ Michael Vollkommer | ||||||||
| Name: Michael Vollkommer | ||||||||
| Title: Chief Financial Officer | ||||||||