Amendment: Altisource Portfolio Solutions S.A. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 13, 2025
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Explanatory Note
Altisource Portfolio Solutions S.A. (the “Company”) is filing an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2025 (the “Original Form 8-K”) solely for the purpose of correcting the inadvertent transposition of the trading symbols of the Company’s Cash Exercise Stakeholder Warrants and Net Settle Stakeholder Warrants on the cover page of the Original Form 8-K. Except for the correction to the trading symbols on the cover page, no other changes have been made to the disclosure provided in the Original Form 8-K. The disclosures in the Original Form 8-K are included in this Amendment No. 1 in their entirety.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 13, 2025, Altisource Portfolio Solutions S.A. (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) and an Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”). A quorum was present at each of the meetings.
The Company’s shareholders voted on the following seven (7) proposals at the Annual Meeting and cast their votes as follows:
| Proposal 1: | The election of the following Directors to serve on the Company’s Board of Directors until the next annual general meeting of shareholders, or until their respective successors have been elected and qualified, was approved by the following vote: | ||||
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||
| John G. Aldridge, Jr. | 57,685,476 | 228,376 | 15,263 | 4,222,347 | ||||||||||
| Mary C. Hickok | 57,796,843 | 115,479 | 16,793 | 4,222,347 | ||||||||||
| Wesley G. Iseley | 57,797,474 | 115,997 | 15,644 | 4,222,347 | ||||||||||
| Joseph L. Morettini | 57,590,473 | 324,498 | 14,144 | 4,222,347 | ||||||||||
| Roland Müller-Ineichen | 57,589,174 | 322,648 | 17,293 | 4,222,347 | ||||||||||
| William B. Shepro | 57,792,730 | 120,616 | 15,769 | 4,222,347 | ||||||||||
| Matthew Winkler | 57,795,965 | 116,257 | 16,893 | 4,222,347 | ||||||||||
| Proposal 2: | The appointment of RSM US LLP to be Company’s independent registered public accounting firm for the year ending December 31, 2025 until the Company’s 2026 annual meeting of shareholders, and the appointment of Atwell S.à r.l. to be Company’s certified auditor (Réviseur d’Entreprises) for the same period, was approved by the following vote: | ||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 61,890,631 | 235,749 | 25,082 | n/a | ||||||||
| Proposal 3: | The Company’s Luxembourg Annual Accounts for the year ended December 31, 2024 and consolidated financial statements prepared in accordance with International Financial Reporting Standards (the “Consolidated Accounts” and, together with the Luxembourg Annual Accounts, the “Luxembourg Statutory Accounts”) as of and for the year ended December 31, 2024, were approved by the following vote: | ||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 57,755,234 | 165,451 | 8,430 | 4,222,347 | ||||||||
| Proposal 4: | The receipt and approval of the Directors’ report for the Luxembourg Statutory Accounts for the year ended December 31, 2024 and the receipt of the report of the supervisory auditor (Commissaire aux Comptes) for the Luxembourg Annual Accounts for the same period, were approved by the following vote: | ||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 57,755,244 | 165,408 | 8,463 | 4,222,347 | ||||||||
| Proposal 5: | The allocation of the results in the Luxembourg Annual Accounts for the year ended December 31, 2024, was approved by the following vote: | ||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 57,752,043 | 165,641 | 11,431 | 4,222,347 | ||||||||
| Proposal 6: | The discharge of each of the Directors of the Company for the performance of their mandate for the year ended December 31, 2024, and the supervisory auditor (Commissaire aux Comptes) for the performance of her mandate for the same period, was approved by the following vote: | ||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 57,650,426 | 173,987 | 104,702 | 4,222,347 | ||||||||
| Proposal 7: | The compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (“Say-on-Pay”), was approved on a non-binding advisory basis by the following vote: | ||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 57,577,051 | 327,550 | 24,514 | 4,222,347 | ||||||||
The final results for each matter submitted to a vote of shareholders at the Extraordinary Meeting are as follows:
| Proposal 1: | An amendment to Article 5 of the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to consolidate 88,951,925 shares of the Company’s common stock without designation of nominal value into 11,118,990 shares of the Company’s common stock without designation of nominal value, on the basis of a ratio of one (1) post-consolidation share of the Company’s common stock for every eight (8) outstanding pre-consolidation shares of the Company’s common stock (the “Share Consolidation”), was approved by the following vote: | ||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 59,603,100 | 194,992 | 37,304 | n/a | ||||||||
| Proposal 2: | An amendment to Article 5 of the Articles to decrease the share capital of the Company by decreasing the par value of the existing shares of the Company’s common stock, in order to bring the share capital of the Company from its current amount of USD 889,519.25 to USD 111,189.90, represented by 11,118,990 shares of the Company’s common stock without designation of nominal value, and by allocating such amount deriving from the share capital decrease to the share premium account of the Company, was approved by the following vote: | ||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 59,601,152 | 196,941 | 37,303 | n/a | ||||||||
| Proposal 3: | Amendments to Articles 20 and 23 of the Articles to establish a minimum quorum requirement of at least thirty-three and one-third percent (33 1∕3%) for all general meetings of shareholders —and for all extraordinary meetings of shareholders where no quorum requirement would otherwise apply— per Nasdaq Stock Market Rule 5620(c), were approved by the following vote: | ||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 54,766,743 | 29,749 | 5,253 | 5,033,651 | ||||||||
| Proposal 4: | Minor administrative updates to the Articles to streamline internal governance processes were approved by the following vote: | ||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 54,771,657 | 25,961 | 4,127 | 5,033,651 | ||||||||
Each of the foregoing proposals for the Annual Meeting and the Extraordinary Meeting is more fully described in the proxy statement filed by the Company with the Securities and Exchange Commission on March 31, 2025.
Item 7.01 Regulation FD Disclosure.
On May 13, 2025, Altisource Portfolio Solutions S.A. (the “Company”) issued a press release announcing certain results of its 2025 Extraordinary General Meeting of Shareholders and providing information regarding the upcoming share consolidation and the treatment of fractional shares.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
Date: August 8, 2025
| Altisource Portfolio Solutions S.A. | |||||||||||
| By: | /s/ Michelle D. Esterman | ||||||||||
| Name: | Michelle D. Esterman | ||||||||||
| Title: | Chief Financial Officer | ||||||||||