Item 5.02 Departure of Director of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2022, Repay Holdings Corporation (the “Company”) held its annual meeting of the stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Repay Holdings Corporation Omnibus Incentive Plan (the “Amended and Restated Plan”). The Amended and Restated Plan had previously been approved by the Board on April 14, 2022, subject to stockholder approval. The purpose of the Amended and Restated Plan is to: (i) increase the number of shares that may be granted as awards by 6,500,000; (ii) extend the term of the Amended and Restated Plan to April 1, 2032; (iii) provide that equity-based awards granted shall vest no earlier than the first anniversary of the date the award is granted and performance-based awards must have a performance period of at least one year, with certain exceptions; (iv) provide for the express treatment of outstanding awards granted in the event of a change in control of the Company; and (v) provide that the fair value of awards granted to any non-employee member of the Board during any one calendar year shall not be in excess of Six Hundred Fifty Thousand Dollars ($650,000). A total of 13,826,728 shares of the Company’s Class A common stock are available for issuance under the Amended and Restated Plan.
More detailed descriptions of the material terms of the Amended and Restated Plan are included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2022 (the “Proxy Statement”) under the heading “Proposal Four: Approval of the Amendment and Restatement of the Company’s Omnibus Incentive Plan.” The foregoing summary description of the Amended and Restated Plan is qualified in its entirety by reference to the actual terms of such plan, which is incorporated herein by reference as Exhibit 10.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 8, 2022, at the Annual Meeting, the Company’s stockholders approved certain amendments to the Certificate of Incorporation of the Company (the “Amendment”). The material terms of the amended terms of the Certificate of Incorporation and the general effect upon the rights of holders of the Company’s capital stock are discussed in the Proxy Statement under the headings “Proposal Five: Approval of the Amendment to the Company’s Certificate of Incorporation to Declassify the Board of Directors” and “Proposal Six: Approval of the Amendment to the Company’s Certificate of Incorporation to Remove Certain Supermajority Voting Requirements.” In all other respects, the terms of the Certificate of Incorporation remain unchanged from those in effect prior to the Amendment. Following stockholder approval, the Company filed the Amendment on June 8, 2022, with the Secretary of State of Delaware. The Amendment became effective upon filing.
The foregoing summary description of the amendments to the Company’s Certificate of Incorporation is qualified in its entirety by reference to the actual text of the Amendment, which is incorporated herein by reference as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of the Board’s solicitation. At the Annual Meeting, the Company’s stockholders considered six proposals disclosed in the Company’s Proxy Statement. The final voting results were as follows:
Proposal 1: Election of Class III Directors for Terms Expiring at the 2023 Annual Meeting of Stockholders (if Proposal Five is approved) or at the 2025 Annual Meeting of Stockholders (if Proposal Five is not approved).
| | | | | | |
| | | Shares Voted For | | Shares Withheld | | Broker Non-Votes |
William Jacobs | | 82,809,723 | | 1,706,003 | | 4,137,366 |
Peter J. Kight | | 82,865,473 | | 1,650,253 | | 4,137,366 |
John Morris | | 83,280,608 | | 1,235,118 | | 4,137,366 |
As a result of this vote and the approval of Proposal Five described below, each nominee was elected to serve as a director for a term expiring at the 2023 annual meeting of stockholders.
Proposal 2: Advisory Vote on Executive Compensation.
| | | | | | |
Shares Voted For | | Shares Voted Against | | Abstained | | Broker Non-Votes |
| 82,538,732 | | 1,669,422 | | 307,572 | | 4,137,366 |
