UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 14, 2023, Repay Holdings Corporation (the “Company”) held its annual meeting of the stockholders (the “Annual Meeting”). 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 three proposals disclosed in the Company’s Proxy Statement. The final voting results were as follows:
Proposal 1: Election of Class I and Class III Directors for Terms Expiring at the 2024 Annual Meeting of Stockholders.
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Shares Voted For |
Shares Withheld |
Broker Non-Votes |
Shaler Alias |
70,405,411 |
2,966,876 |
14,392,477 |
Richard E. Thornburgh |
71,375,352 |
1,996,935 |
14,392,477 |
Paul R. Garcia |
71,834,948 |
1,537,338 |
14,392,478 |
William Jacobs |
71,147,609 |
2,224,678 |
14,392,477 |
Peter J. Kight |
66,811,171 |
6,561,115 |
14,392,478 |
John Morris |
71,876,619 |
1,495,667 |
14,392,478 |
As a result of this vote, each nominee was elected to serve as a director for a term expiring at the 2024 annual meeting of stockholders.
Proposal 2: Advisory Vote on Executive Compensation.
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Shares Voted For |
Shares Voted Against |
Abstained |
Broker Non-Votes |
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72,888,650 |
399,242 |
84,394 |
14,392,478 |
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As a result, the Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Proposal 3: Ratification of the Audit Committee’s appointment of Grant Thornton, LLP as the Independent Registered Public Accountant.
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Shares Voted For |
Shares Voted Against |
Abstained |
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85,079,126 |
2,673,419 |
12,219 |
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As a result, the Company’s stockholders ratified the selection of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
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.
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Repay Holdings Corporation |
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Date: |
June 16, 2023 |
By: |
/s/ Tyler B. Dempsey |
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Tyler B. Dempsey |