SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 10, 2019
PAR Technology Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | 1-09720 | 16-1434688 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (315) 738-0600
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of exchange on which registered |
| Common Stock | PAR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
The 2019 Annual Meeting of Stockholders of PAR Technology Corporation (the “Company”) was held on Monday, June 10, 2019 (the “Annual Meeting”). The final results of the stockholders’ vote on each of the proposals presented for a vote is as follows:
Proposal 1 - Election of Directors
The five (5) nominees for election to the Company’s Board of Directors were elected to serve until the 2020 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or, earlier, until his or her death, resignation, or removal, based upon the following votes:
Director Nominee Votes For Votes Withheld Broker Non-Votes
Douglas G. Rauch 10,333,716 81,633 4,651,087
Cynthia A. Russo 9,830,778 584,621 4,651,087
Dr. John W. Sammon 9,618,242 797,156 4,651,087
Savneet Singh 10,354,162 61,237 4,651,087
James C. Stoffel 10,343,179 72,220 4,651,087
Proposal 2 - Non-binding Advisory Vote to Approve the Compensation of the Named Executive Officers
The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Company's proxy statement was approved based upon the following votes:
For Against Abstained Broker Non-Votes
9,578,351 320,259 516,789 4,651,087
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| Proposal 3 - Non-binding Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve the | Compensation of the Named Executive Officers |
With respect to the proposal to approve, on a non-binding, advisory basis, the frequency of future advisory votes to approve the Compensation of the Company’s Named Executive Officers as disclosed in the Company's proxy statement, a frequency of Every Year was approved based upon the following votes:
Every Year Every Two Years Every Three Years Abstained Broker Non-Votes
10,103,570 4,260 302,001 5,567 4,651,087
Based on these results, the Company will include a non-binding, advisory vote to approve the compensation of the Named Executive Officers in its proxy statement every year. The Company will hold such annual advisory votes until the next required vote on the frequency of stockholder votes on Named Executive Officer compensation. The Company is required to hold votes on frequency every six calendar years.
Proposal 4 - Approval of the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan
The proposal to approve the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan as disclosed in the Company's proxy statement was approved based upon the following votes:
For Against Abstained Broker Non-Votes
10,392,975 13,938 8,485 4,651,087
Proposal 5 - Ratification of the Appointment of BDO USA, LLP as Our Independent Auditors
The proposal to approve, on a non-binding, advisory basis, the appointment of BDO USA, LLP as the Company’s independent auditors for 2019 as disclosed in the Company's proxy statement was approved based upon the following votes:
For Against Abstained
14,505,316 46,383 514,787
SIGNATURES
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 thereunto duly authorized.
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| | PAR TECHNOLOGY CORPORATION |
| | (Registrant) |
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| Date: June 13, 2019 | /s/ Bryan A. Menar |
| | Bryan A. Menar |
| | Chief Financial and Accounting Officer (Principal Financial Officer) |
