Alkami Technology Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ALKT
Computer Software: Prepackaged Software
Technology
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2025
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
(Address of Principal Executive Offices) (Zip Code)
(877 ) 725-5264
Registrant’s Telephone Number, Including Area Code
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
Alkami Technology, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2025. On March 17, 2025, the record date for the Annual Meeting, 103,000,820 shares of the Company’s common stock were entitled to vote at the Annual Meeting, of which 77,565,261 shares, or 75.31%, were represented in person or by proxy at the Annual Meeting.
The following proposals were submitted to a vote of stockholders at the Annual Meeting, each of which is described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2025.
1. The election of three nominees to serve as Class I directors to hold office until the Company’s 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| Maria Alvarez | 69,649,901 | 3,368,514 | 4,546,846 | |||||||||||||||||
| Raphael Osnoss | 50,574,522 | 22,443,893 | 4,546,846 | |||||||||||||||||
| Joseph Payne | 71,314,948 | 1,703,467 | 4,546,846 | |||||||||||||||||
Based on the votes set forth above, all of the director nominees were duly elected.
2. The ratification of the appointment of Ernst & Young LLP by the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of the Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 77,083,253 | 449,938 | 32,070 | 0 | |||||||||||||||||
Based on the votes set forth above, the appointment of Ernst & Young LLP by the Audit Committee as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified.
3. Advisory vote to approve the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 64,907,147 | 8,068,958 | 42,310 | 4,546,846 | |||||||||||||||||
Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
4. Advisory vote on frequency of future advisory votes to approve the compensation of the Company’s named executive officers.
| 1 Year | 2 Year | 3 Year | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 71,717,459 | 2,643 | 1,262,487 | 35,826 | 4,546,846 | ||||||||||||||||||||||
Based on the votes set forth above, the stockholders selected, on a non-binding advisory basis, 1 Year as the recommended frequency of future advisory votes to approve the compensation of the Company’s named executive officers. After evaluating the voting results, the Board has determined that the Company will annually include votes to approve the compensation of the Company’s named executive officers in its proxy materials, until the next required advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.
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.
| Alkami Technology, Inc. | ||||||||||||||
| Date: | May 15, 2025 | By: | /s/ W. Bryan Hill | |||||||||||
| W. Bryan Hill | ||||||||||||||
| Chief Financial Officer | ||||||||||||||