FlexShopper Inc. filed SEC Form 8-K: 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.
November 1, 2023
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 1, 2023, we held our annual meeting of stockholders. The following matters were submitted to our stockholders for consideration (all of which were set forth in our definitive proxy statement on Schedule 14A filed with the SEC on September 22, 2023):
Proposal 1: To elect five nominees to the Board of Directors to serve for one year.
Proposal 2: To approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
Proposal 3: To approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to our executive officers.
Proposal 4: To approve an amendment to our 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 our independent registered public accounting firm for 2023.
As of September 12, 2023, the record date for the annual meeting, there were outstanding 21,752,304 shares of common stock entitled to 21,752,304 votes at the annual meeting, 170,332 shares of Series 1 Preferred Stock entitled to 225,231 votes at the annual meeting, and 21,952 shares of Series 2 Preferred Stock entitled to 5,845,695 votes at the annual meeting, for a total of 27,823,230 voting shares. At the annual meeting, holders of 18,340,013 shares of voting stock were present in person or represented by proxy. The full voting results were as follows:
1. Election of directors. Our stockholders elected the five nominees listed in our definitive proxy statement to serve on our board of directors for a one-year term of office expiring at the 2024 Annual Meeting of Stockholders. The results of the voting were as follows:
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Howard S. Dvorkin | 14,937,158 | 64,523 | 3,338,332 | |||||||||
| James D. Allen | 14,293,849 | 707,832 | 3,338,332 | |||||||||
| Sean Hinze | 14,937,882 | 63,799 | 3,338,332 | |||||||||
| Thomas O. Katz | 13,938,232 | 1,063,449 | 3,338,332 | |||||||||
| T. Scott King | 14,293,557 | 708,124 | 3,338,332 | |||||||||
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2. Approval, on a non-binding basis, of the compensation paid to our named executive officers. Our stockholders voted for the approval, on an advisory, non-binding basis, of our compensation paid to our named executive officers in 2022. The results of voting were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 14,809,238 | 109,197 | 83,246 | 3,338,332 | |||||||||||
3. Approval, on a non-binding basis, of the frequency of future advisory votes on the compensation paid to our named executive officers (whether once every year, every two years or three years). Our stockholders voted for the approval, on an advisory, non-binding basis, of the frequency of future advisory votes on the compensation paid to our named executive officers to be held every year. The results of voting were as follows:
Every Year | Every Two Years | Every Three Years | Votes Abstained | Broker Non-Votes | ||||||||||||||
| 14,920,515 | 3,029 | 21,848 | 56,289 | 3,338,332 | ||||||||||||||
4. Approval of an amendment to the FlexShopper, Inc. 2018 Omnibus Equity Compensation Plan increasing the total number of shares reserved for issuance thereunder. Our stockholders voted for the approval of the amendment to the 2018 Omnibus Equity Compensation Plan. The results of voting were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 13,679,449 | 1,307,267 | 14,965 | 3,338,332 | |||||||||||
5. Ratification of appointment of independent registered public accounting firm. Our stockholders ratified the appointment of Grant Thornton, LLP as our independent registered public accountants for the year ending December 31, 2023. The results of the voting were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 18,275,590 | 13,110 | 51,313 | - | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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FLEXSHOPPER, INC. | ||
| Dated: November 1, 2023 | By: |
/s/ H. Russell Heiser Jr. | |
| Name: | H. Russell Heiser Jr. | ||
| Title: | Chief Executive Officer | ||
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