UNITED STATES
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 3, 2022
PAR Technology Corporation
(Exact name of registrant as specified in its charter)
| 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:
| ☐ | 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, $0.02 par value | 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 (§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.
The 2022 Annual Meeting of Stockholders of PAR Technology Corporation (the “Company”) was held on Friday, June 3, 2022 (the “Annual Meeting”). The voting results on the four (4) proposals considered and voted on at the Annual Meeting, all of which were described in the Company's proxy statement filed with the Securities and Exchange Commission on April 20, 2022 were as follows:
Proposal 1 - Election of Directors.
The six (6) Director nominees for election to the Company’s Board of Directors were elected to serve until the 2023 annual meeting of stockholders. The voting was as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Keith E. Pascal | 19,908,720 | 301,573 | 2,610,298 | ||||||||
| Douglas G. Rauch | 19,558,638 | 651,655 | 2,610,298 | ||||||||
| Cynthia A. Russo | 19,994,711 | 215,582 | 2,610,298 | ||||||||
| Narinder Singh | 20,053,816 | 156,477 | 2,610,298 | ||||||||
| Savneet Singh | 20,184,332 | 25,961 | 2,610,298 | ||||||||
| James C. Stoffel | 20,021,352 | 188,941 | 2,610,298 | ||||||||
Proposal 2 - Non-binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers.
The proposal was approved. The voting was as follows:
| Votes For | Votes Against | Abstained | Broker Non-Votes | ||||||||
| 20,147,148 | 52,950 | 10,195 | 2,610,298 | ||||||||
Proposal 3 - Approval of an Amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to Increase the Number of Shares of Common Stock Available to be Issued under the Plan.
The proposal was approved. The voting was as follows:
| Votes For | Votes Against | Abstained | Broker Non-Votes | ||||||||
| 17,208,221 | 2,013,086 | 988,986 | 2,610,298 | ||||||||
Proposal 4 - Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Auditors for its Fiscal Year Ending December 31, 2022.
The appointment was ratified. The voting was as follows:
| Votes For | Votes Against | Abstained | Broker Non-Votes | ||||||||
| 22,785,404 | 14,723 | 20,464 | — | ||||||||
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 hereunto duly authorized.
| PAR TECHNOLOGY CORPORATION | ||||||||
| (Registrant) | ||||||||
| Date: | June 6, 2022 | /s/ Bryan A. Menar | ||||||
| Bryan A. Menar | ||||||||
| Chief Financial and Accounting Officer | ||||||||
| (Principal Financial Officer) | ||||||||