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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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).
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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 Security Holders. |
On June 21, 2022, the Company held the 2022 annual meeting of shareholders (the “Annual Meeting”) in a virtual-only format via live webcast. At the Annual Meeting, a total of 48,045,518 of the Company’s issued and outstanding shares of common stock held of record as of April 25, 2022, the record date for the Annual Meeting, were present virtually or by proxy, which constituted a quorum. The Company’s shareholders voted on the following proposals at the Annual Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.
| 1. | To elect Randolph L. Cowen and TJ Parass as Class I directors on the Board, each to serve on the Board in accordance with the Company’s restated articles of organization until the 2025 annual meeting of shareholders of the Company or until his successor is chosen and qualified. |
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Randolph L. Cowen | 26,513,511 | 7,224,995 | 147,207 | 14,159,805 | ||||
| TJ Parass | 26,126,351 | 7,534,894 | 224,468 | 14,159,805 |
| 2. | To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. |
| Votes For | Votes Against | Abstentions | |||||
| 47,823,477 | 62,095 | 159,946 |
| 3. | To approve the Amendment to GTY Technology Holdings Inc. Amended and Restated 2019 Omnibus Incentive Plan. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 24,186,688 | 9,518,642 | 180,383 | 14,159,805 |
| 4. | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the enclosed proxy statement. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 21,876,551 | 11,683,783 | 325,379 | 14,159,805 |
| 5. | To approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. |
| Three Years | Two Years | One Year | Abstentions | Broker Non-Votes | ||||
| 21,220,843 | 148,506 | 12,327,232 | 189,132 | 14,159,805 |
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.
| GTY TECHNOLOGY HOLDINGS INC. | |||
| By: | /s/ Jon C. Bourne | ||
| Name: | Jon C. Bourne | ||
|
Title: |
Executive Vice President, General Counsel and Secretary |
||
| Dated: June 22, 2022 | |||