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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 5.02 Departure of Director of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2021, Repay Holdings Corporation (the “Company”) held its annual meeting of the stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Repay Holdings Corporation 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP had previously been approved by the Board on June 18, 2021, subject to stockholder approval. The purpose of the ESPP is to provide eligible employees with the opportunity to purchase the Company’s Class A common stock through accumulated payroll deductions. A total of 1,000,000 shares of the Company’s Class A common stock are available for issuance under the ESPP.
More detailed descriptions of the material terms of the ESPP are included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2021 (the “Proxy Statement”) under the heading “Proposal Five: Approval of the Employee Stock Purchase Plan.” The foregoing summary description of the ESPP is qualified in its entirety by reference to the actual terms of such plan, which is incorporated herein by reference as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
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 five proposals disclosed in the Company’s Proxy Statement. The final voting results were as follows:
Proposal 1: Election of Class II Directors for Terms Expiring at the 2024 Annual Meeting of Stockholders.
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Shares Voted For |
Shares Withheld |
Broker Non-Votes |
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Maryann Goebel |
67,975,274 |
14,381,515 |
3,461,376 |
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Robert H. Hartheimer |
65,314,974 |
17,041,815 |
3,461,376 |
As a result, 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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81,339,532 |
998,634 |
18,623 |
3,461,376 |
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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: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.
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One Year |
Two Years |
Three Years |
Abstained |
Broker Non-Votes |
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80,795,356 |
103,256 |
1,191,327 |
266,850 |
3,461,376 |
As a result, the Company’s stockholders approved, on a non-binding advisory basis, that the frequency of future advisory votes on executive compensation be held on an annual basis. The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s board of directors in the proxy statement for the Annual Meeting, that the Company will hold future Say on Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say on Pay votes. The next advisory vote regarding the frequency of Say on Pay votes is required to occur no later than the Company’s 2027 Annual Meeting of Stockholders.
Proposal 4: 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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85,772,704 |
42,709 |
2,752 |
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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, 2021.
Proposal 5: Approval of the 2021 Employee Stock Purchase Plan.
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Shares Voted For |
Shares Voted Against |
Abstained |
Broker Non-Votes |
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82,315,974 |
23,469 |
17,346 |
3,461,376 |
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As a result, the Company’s stockholders approved the 2021 Employee Stock Purchase Plan.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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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Dated: August 18, 2021 |
By: |
/s/ Tyler Dempsey |
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Tyler Dempsey |
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General Counsel and Corporate Secretary |