CompoSecure Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
CompoSecure, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 28, 2025. As disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2025 in connection with the Annual Meeting (the “Proxy Statement”), on March 31, 2025, the Board of Directors of the Company approved amendments to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to (i) increase the authorized number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”) from 250,000,000 shares to 1,000,000,000 shares (the “Authorized Stock Increase Amendment”), and (ii) eliminate obsolete provisions, including those related to the Company’s now-eliminated dual class structure (the “Obsolete Provisions Removal Amendment”). As described below, at the Annual Meeting, holders of the Company’s Common Stock considered and approved the Authorized Stock Increase Amendment and the Obsolete Provisions Removal Amendment. The Company has filed with the Secretary of State of Delaware a Third Amended and Restated Certificate of Amendment reflecting each of the Authorized Stock Increase Amendment and the Obsolete Provisions Removal Amendment, which was effective upon filing.
The Third Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the following matters were submitted to a vote of holders of the Company’s Common Stock:
| 1. | The election of three (3) Class I directors to serve on the Company’s Board of Directors for a term expiring at the 2028 annual meeting of stockholders and until their successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death (the “Director Election Proposal”); |
| 2. | A proposal to approve the Authorized Stock Increase Amendment (the “Authorized Stock Increase Proposal”); |
| 3. | A proposal to approve the Obsolete Provisions Removal Amendment (the “Obsolete Provisions Removal Proposal”); |
| 4. | A proposal to approve an amendment to the Company’s 2021 Incentive Equity Plan (the “Plan”) to (a) increase the number of shares of the Company’s Common Stock reserved for issuance pursuant to the Plan by an additional four million (4,000,000) shares; (b) increase the annual automatic increase in the number of shares reserved for issuance pursuant to the Plan from 4% to 6% of the outstanding shares of the Company’s Common Stock as of the first day of each calendar year; and (c) extend the term of the Plan, which currently expires in 2031, to 2035 (the “Equity Plan Amendment Proposal”); and |
| 5. | 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, 2025 (the “Auditor Ratification Proposal”). |
At the close of business on April 3, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there was an aggregate of 102,317,852 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 94,283,444 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 I directors were elected, (ii) the Authorized Stock Increase Proposal was approved, (iii) the Obsolete Provisions Removal Proposal was approved, (iv) the Equity Plan Amendment Proposal was approved, and (v) the Auditor Ratification Proposal was approved.
Proposal No. 1 — Election of the Class I Directors
The vote with respect to the election of each of the directors was as follows:
| Nominees | For | Withheld | ||
| John D. Cote | 80,069,966 | 6,977,268 | ||
| Jane J. Thompson | 79,221,498 | 7,825,736 | ||
| Jonathan C. Wilk | 86,957,216 | 90,018 |
Broker Non-Votes: 7,236,210
Proposal No. 2 — Authorized Stock Increase Proposal
The vote with respect to the Authorized Stock Increase Proposal was as follows:
| For | Against | Abstain | ||
| 76,187,673 | 17,521,956 | 573,815 |
Broker Non-Votes: N/A
Proposal No. 3 — Obsolete Provisions Removal Proposal
The vote with respect to the Obsolete Provisions Removal Proposal was as follows:
| For | Against | Abstain | ||
| 85,484,907 | 71,861 | 1,490,466 |
Broker Non-Votes: 7,236,210
Proposal No. 4 — Equity Plan Amendment Proposal
The vote with respect to the Equity Plan Amendment Proposal was as follows:
| For | Against | Abstain | ||
| 70,806,113 | 16,149,041 | 92,080 |
Broker Non-Votes: 7,236,210
Proposal No. 5 — Auditor Ratification Proposal
The vote with respect to the Auditor Ratification Proposal was as follows:
| For | Against | Abstain | ||
| 91,228,265 | 3,046,582 | 8,597 |
Broker Non-Votes: N/A
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 3.1 | Third Amended and Restated Certificate of Incorporation of CompoSecure, Inc. | |
| 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.
CompoSecure, Inc. |
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Date: May 28, 2025 |
By: |
/s/ Steven J. Feder |
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| Name: | Steven J. Feder | ||
| Title: | General Counsel & Corporate Secretary | ||