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 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 30, 2024. At the Annual Meeting, the following matters were submitted to a vote of stockholders:
| 1. | The election of three (3) Class III directors to serve until the Company’s 2027 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, 2024. |
At the close of business on April 10, 2024, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there was an aggregate of 80,584,016 shares of the Company’s Class A and Class B Common Stock outstanding and entitled to vote at the Annual Meeting, comprised of 20,625,594 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting and 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 75,402,961 shares of Common Stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum.
At the Annual Meeting, (i) the three (3) Class III directors were elected and (ii) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified.
Proposal No. 1 — Election of the Class III Directors
The vote with respect to the election of each of the directors was as follows:
| Nominees | For | Withheld | ||
| Mitchell Hollin | 68,498,356 | 4,442,326 | ||
| Niloofar Razi Howe | 70,854,080 | 2,086,602 | ||
| Paul Galant | 72,716,530 | 224,152 |
Broker Non-Votes: 2,462,279
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, 2024 was as follows:
| For | Against | Abstain | ||
| 73,640,564 | 1,760,630 | 1,767 |
Broker Non-Votes: N/A
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 31, 2024 | CompoSecure, Inc. | ||
| By: | /s/ Steven J. Feder | ||
| Name: | Steven J. Feder | ||
| Title: | General Counsel & Corporate Secretary | ||