UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
CompoSecure, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 18, 2023. At the Annual Meeting, the following matters were submitted to a vote of stockholders:
| 1. | The election of two (2) Class II directors to serve until the Company’s 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their successors shall have been duly elected and qualified; and |
| 2. | The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. |
At the close of business on March 24, 2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 18,367,859 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting, and there were 59,958,422 shares of the Company’s Class B Common Stock outstanding and entitled to vote at the Annual Meeting. Under the Company’s Second Amended and Restated Certificate of Incorporation, the holders of the Company’s Class A Common Stock and Class B Common Stock (collectively, “Common Stock”) at all times vote together as one class on all matters submitted to a vote of the stockholders. The holders of 72,836,464 shares of Common Stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum.
At the Annual Meeting, (i) the two Class II directors were elected and (ii) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified.
Proposal No. 1 — Election of the Class II Directors
The vote with respect to the election of each of the directors was as follows:
| Nominees | For | Withheld | Broker Non-Votes | |||
| Michele Logan | 68,995,883 | 1,675,080 | 2,165,501 | |||
| Brian F. Hughes | 67,478,945 | 3,192,018 | 2,165,501 |
Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was as follows:
| For | Against | Abstain | ||
| 72,822,451 | 13,767 | 246 |
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.
| May 19, 2023 | CompoSecure, Inc. | ||
| By: | /s/Timothy Fitzsimmons | ||
| Name: | Timothy Fitzsimmons | ||
| Title: | Chief Financial Officer | ||