(Exact Name of Registrant as Specified in its Charter)
Delaware
001-37872
47-4257046
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
2001 Westside Parkway
Suite 155
Alpharetta,
Georgia
30004
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (800) 935-5961
(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 (see General Instruction A.2. below):
☐ 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, $0.001 par value
PRTH
NASDAQ
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 11, 2026, Priority Technology Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”).A total of 68,775,578 shares, or 83.5% of the Company’s outstanding shares of common stock as of the record date for the Annual Meeting, were represented in person through virtual attendance or by proxy at the Annual Meeting constituting a quorum.
Proposal 1 – Election of Directors
The Company’s stockholders elected each of the persons listed below to served as director until the next annual meeting in 2027 or until his earlier resignation, death, or removal.The votes were cast as follows:
Name of Nominee
For
Against
Abstain
Broker Non-Votes
Thomas Priore
49,699,954
801,425
17,753
18,256,446
Marc Crisafulli
49,982,495
512,533
24,104
18,256,446
Marietta Davis
50,008,004
484,239
26,889
18,256,446
Christina Favilla
50,026,231
469,815
23,086
18,256,446
Clayton Main
50,023,975
466,066
29,091
18,256,446
Michael Passilla
49,561,425
928,615
29,092
18,256,446
Proposal 2 – Approval of Amendment 2 to Priority Technology Holdings, Inc. 2018 Equity Incentive Plan
The Company’s stockholders approved the advisory vote on Amendment 2 to the Equity Incentive Plan.The votes were cast as follows:
For
Against
Abstain
Broker Non-Votes
48,759,188
1,751,724
8,220
18,256,446
Proposal 3 – Approval of Advisory Vote on Named Executive Officer Compensation
The Company’s stockholders approved the advisory vote on Named Executive Officer Compensation.The votes were cast as follows:
For
Against
Abstain
Broker Non-Votes
47,579,228
2,899,556
40,348
18,256,446
Proposal 4 – Ratify the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026.
For
Against
Abstain
Broker Non-Votes
67,458,418
1,314,849
2,311
0
Item 9.01.Financial Statements and Exhibits
(d) Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.
Exhibit Number
Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
SIGNATURE
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.
