8-K 1 tpea_8k.htm FORM 8-K




Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  April 13, 2018



(Exact name of registrant as specified in its charter)


Nevada 000-54123 95-4550154
(State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification Number)



1700 W Horizon Ridge Parkway, Suite 102,

Henderson, Nevada 89012

(Address of principal executive offices) (Zip Code)



(702) 453-2221

(Registrant's telephone number, including area code)



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:


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))


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   x


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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On April 13, 2018 3PEA International, Inc. appointed Quinn Williams as an independent director.


The Board of Directors has determined that Mr. Williams meets the applicable independence requirements of the NASDAQ stock market. There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Williams or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.


Mr. Williams will receive an annual stipend of $15,000 as a director, as well as $1,500 for each of four quarterly Board of Directors meeting he attends each year. Mr. Williams will also receive a grant of 200,000 shares of restricted common stock that vest over a four year period in connection with his election to the Board. Our Board does not currently have any committees, but Mr. Williams is expected to serve on at least two committees when they are formed.


A copy of the Company’s press release announcing Mr. Williams election is attached hereto as Exhibit 99.1 and incorporated by reference herein.


Item 9.01. Financial Statements and Exhibits.


(d)   Exhibits:


Exhibit No. Description
99.1 Press release dated April 13, 2018







In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




Date: April 19, 2018 /s/ Mark Newcomer
  By: Mark Newcomer, Chief Executive Officer