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): August 7, 2020 (
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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(Address of principal executive offices, including zip code)
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(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:
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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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Name of each exchange on which registered |
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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.
Repay Holdings Corporation (the “Company”) held its first Annual Meeting of Stockholders on August 5, 2020. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. At the Annual Meeting, the Company’s stockholders voted on two proposals. The proposals are described in detail in the Company’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on June 19, 2020. A brief description and the final vote results for the proposals follow.
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1. |
Election of three Class I directors for terms expiring at the 2023 Annual Meeting of Stockholders: |
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Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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Shaler Alias |
53,853,556 |
10,321,921 |
55,940 |
3,669,635 |
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Richard E. Thornburgh |
48,943,773 |
15,237,065 |
50,579 |
3.669.635 |
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Paul R. Garcia |
52,171,380 |
12,012,650 |
47,387 |
3,669,635 |
As a result, each nominee was elected to serve as a director for a term expiring at the 2023 Annual Meeting of Stockholders.
2.Ratification of the Audit Committee’s appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm:
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Votes For |
Votes Against |
Abstentions |
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67,853,310 |
268 |
47,474 |
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, 2020.
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 7, 2020 |
By: |
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/s/ Tyler B. Dempsey |
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Tyler B. Dempsey |
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General Counsel |
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