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:
| 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:
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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 9, 2023, Shift4 Payments, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 74,938,185 shares of the Company’s Class A, Class B, and Class C common stock (collectively, “Common Stock”) were present in person or represented by proxy at the Meeting, representing approximately 90.09% percent of the Company’s outstanding Common Stock as of the April 17, 2023 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 28, 2023. The results were as follows:
Item 1 - Election of three Class III director nominees to the Company’s board of directors (the “Board”) for a term of office expiring on the date of the annual meeting of stockholders to be held in 2026 and until their respective successors have been duly elected and qualified.
| Votes FOR |
Votes WITHHELD |
Broker Non-Votes |
||||||||||
| Sam Bakhshandehpour |
301,363,437 | 1,170,663 | 5,707,388 | |||||||||
| Jonathan Halkyard |
270,760,215 | 31,773,885 | 5,707,388 | |||||||||
| Donald Isaacman |
294,336,906 | 8,197,194 | 5,707,388 | |||||||||
Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 306,176,205 | 1,563,447 | 501,836 | 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 | |||
| 290,539,406 | 11,949,747 | 44,947 | 5,707,388 |
Based on the foregoing votes, each of Sam Bakhshandehpour, Jonathan Halkyard and Donald Isaacman was elected as a Class III director, Item 2 was approved and Item 3 was approved. No other items were presented for shareholder approval at the Meeting.
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 12, 2023 | SHIFT4 PAYMENTS, INC. | |||||
| By: | /s/ Jordan Frankel | |||||
| Jordan Frankel | ||||||
| Secretary, General Counsel and Executive Vice President, Legal, Risk and Compliance | ||||||
Document and Entity Information |
Jun. 09, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001794669 |
| Document Type | 8-K |
| Document Period End Date | Jun. 09, 2023 |
| Entity Registrant Name | SHIFT4 PAYMENTS, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-39313 |
| Entity Tax Identification Number | 84-3676340 |
| Entity Address, Address Line One | 2202 N. Irving St. |
| Entity Address, City or Town | Allentown |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 18109 |
| City Area Code | (888) |
| Local Phone Number | 276-2108 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, $0.0001 par value per share |
| Trading Symbol | FOUR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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