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    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

    5/28/25 5:00:50 PM ET
    $CMPO
    Finance: Consumer Services
    Finance
    Get the next $CMPO alert in real time by email
    FORM 8-K
    false --12-31 0001823144 0001823144 2025-05-28 2025-05-28 0001823144 CMPO:ClassCommonStock0.0001ParValueMember 2025-05-28 2025-05-28 0001823144 CMPO:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockMember 2025-05-28 2025-05-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES
    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 28, 2025

     

    CompoSecure, Inc.

    (Exact Name of Registrant as Specified in its Charter)

     

    Delaware   001-39687   85-2749902

    (State or Other Jurisdiction

    of Incorporation)

      (Commission
    File Number)
      (IRS Employer
    Identification No.)

     

    309 Pierce Street

    Somerset, New Jersey

      08873
    (Address of Principal Executive Offices)   (Zip Code)

     

    (908) 518-0500

    (Registrant’s telephone number, including area code)

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    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:

     

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading
    Symbol(s)
      Name of each exchange on
    which registered
    Class A Common stock, par value $0.0001 per share   CMPO   Nasdaq Global Market
    Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock   CMPOW   Nasdaq Global Market

     

    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 5.03Amendments 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 5.07Submission 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.

     
           

    Date: May 28, 2025

    By:

    /s/ Steven J. Feder

     
      Name: Steven J. Feder  
      Title: General Counsel & Corporate Secretary  

     

     

     

       

     

     

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