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 12, 2026
Date of Report (date of earliest event reported)
SHIFT4 PAYMENTS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39313 | 84-3676340 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
3501 Corporate Pkwy
Center Valley, PA 18034
(Address of principal executive offices) (Zip Code)
(888) 276-2108
(Registrant’s telephone number, including area code)
N/A
(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:
| ☐ | 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 |
Name of each exchange on which registered | ||
| Class A common stock, par value $0.0001 | FOUR | The New York Stock Exchange | ||
| 6.00% Series A Mandatory Convertible Preferred Stock, par value $0.0001 per share | — | The 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.
On June 12, 2026, Shift4 Payments, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 69,298,837 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”) were present in person or represented by proxy at the Meeting, representing approximately 87.35% of the Company’s outstanding Common Stock as of the April 13, 2026 record date.
The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2026. The results were as follows:
Item 1 - Election of three Class III director nominees to the Board for a term of office expiring on the date of the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified.
| Votes |
Votes |
Broker | ||||
| Sam Bakhshandehpour |
59,496,829 | 746,898 | 9,055,110 | |||
| Jonathan Halkyard |
54,877,579 | 5,366,148 | 9,055,110 | |||
| Nancy Disman |
52,021,699 | 8,222,028 | 9,055,110 |
Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 69,131,006 | 136,218 | 31,613 | 0 |
Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 47,733,886 | 12,398,705 | 111,136 | 9,055,110 |
Item 4 – Approval of the Company’s Second Amended and Restated Certificate of Incorporation, (i) eliminating the authorization of and references to Class B and Class C common stock and making related technical, non-substantive and conforming changes and (ii) to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 59,906,901 | 278,035 | 58,791 | 9,055,110 |
Item 5 – Approval of the Company’s 2026 Employee Stock Purchase Plan.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 48,996,809 | 11,072,127 | 174,791 | 9,055,110 |
Based on the foregoing votes, each of Sam Bakhshandehpour, Jonathan Halkyard and Nancy Disman were elected as a Class III director and Items 2, 3, 4 and 5 were approved. No other items were presented for shareholder approval at the Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Shift4 Payments, Inc. | |
| 10.1 | Shift4 Payments, Inc. 2026 Employee Stock Purchase Plan | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
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.
Date: June 17, 2026
| SHIFT4 PAYMENTS, INC. | ||
| By: | /s/ Jordan Frankel | |
| Name: | Jordan Frankel | |
| Title: | General Counsel and Secretary | |