FlexShopper 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, Financial Statements and Exhibits
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CURRENT REPORT ON FORM 8-K
FlexShopper, Inc.
October 7, 2024
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 7, 2024, FlexShopper, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), from 40,000,000 shares to 100,000,000 shares. The increase in the number of authorized shares was approved by the Company’s stockholders on October 7, 2024, as described under Item 5.07 of this Current Report on Form 8-K.
The foregoing description of the Certificate of Amendment is only a summary, it does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which 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.
On October 7, 2024, the Company held its annual meeting of stockholders. The following matters were submitted to our stockholders for consideration (all of which were set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on September 9, 2024):
Proposal 1: To elect five nominees to the Company’s Board of Directors to serve for one year.
Proposal 2: To approve an amendment to the Company’s Charter to increase the number of authorized shares of Common Stock from 40,000,000 shares to 100,000,000 shares.
Proposal 3: To approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
Proposal 4: To approve an amendment to the Company’s 2018 Omnibus Equity Compensation Plan increasing the total number of shares reserved for issuance thereunder and the number of shares available for issuance as incentive stock options.
Proposal 5: To ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for 2024.
As of August 16, 2024, the record date for the annual meeting, there were 21,597,371 outstanding shares of Common Stock entitled to 21,597,371 votes at the annual meeting, 170,332 outstanding shares of Series 1 Preferred Stock entitled to 225,231 votes at the annual meeting, and 21,952 outstanding shares of Series 2 Preferred Stock entitled to 5,845,695 votes at the annual meeting, for a total of 27,668,297 voting shares. At the annual meeting, holders of 15,475,806 shares of voting stock were present in person or represented by proxy. The full voting results were as follows:
1. Election of directors. The Company’s stockholders elected the five nominees listed in the Company’s definitive proxy statement to serve on the Company’s Board of Directors for a one-year term of office expiring at the 2025 Annual Meeting of Stockholders. The results of the voting were as follows:
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Howard S. Dvorkin | 11,964,523 | 346,627 | 3,164,656 | |||||||||
| James D. Allen | 11,543,602 | 767,548 | 3,164,656 | |||||||||
| Sean Hinze | 12,119,367 | 191,783 | 3,164,656 | |||||||||
| Thomas O. Katz | 10,900,077 | 1,411,073 | 3,164,656 | |||||||||
| T. Scott King | 11,320,602 | 990,548 | 3,164,656 | |||||||||
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2. Approval of an amendment to the Company’s Charter. The Company’s stockholders voted for the approval of the amendment to the Company’s Charter. The results of voting were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 12,993,482 | 2,418,744 | 63,580 | 0 | |||||||||||
3. Approval, on a non-binding basis, of the compensation paid to the Company’s named executive officers. The Company’s stockholders voted for the approval, on an advisory, non-binding basis, of the compensation paid to the Company’s named executive officers in 2023. The results of voting were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 11,769,484 | 537,636 | 4,030 | 3,164,656 | |||||||||||
4. Approval of an amendment to the Company’s 2018 Omnibus Equity Compensation Plan increasing the total number of shares reserved for issuance thereunder and the number of shares available for issuance as incentive stock options. The Company’s stockholders voted for the approval of the amendment to the Company’s 2018 Omnibus Equity Compensation Plan. The results of voting were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 10,697,318 | 1,605,459 | 8,373 | 3,164,656 | |||||||||||
5. Ratification of appointment of independent registered public accounting firm. The Company’s stockholders ratified the appointment of Grant Thornton, LLP as the Company’s independent registered public accountants for the year ending December 31, 2024. The results of the voting were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 15,420,096 | 12,896 | 42,814 | 0 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Company’s Certificate of Incorporation, filed October 7, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
| FLEXSHOPPER, INC. | |||
| Dated: October 8, 2024 | By: | /s/ H. Russell Heiser Jr. | |
| Name: | H. Russell Heiser Jr. | ||
| Title: | Chief Executive Officer | ||
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