Priority Technology Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$PRTH
Business Services
Consumer Discretionary
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)
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Registrant's telephone number, including area code: (800 ) 935-5961
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 13, 2025, Priority Technology Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). A total of 64,049,192 shares, or 80.3% of the Company’s outstanding shares of common stock as of the record date for the Annual Meeting, were represented in person through virtual attendance or by proxy at the Annual Meeting constituting a quorum.
Proposal 1 – Election of Directors
The Company’s stockholders elected each of the persons listed below to served as director until the next annual meeting in 2026 or until his earlier resignation, death, or removal. The votes were cast as follows:
Name of Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
Thomas Priore | 56,699,908 | 155,412 | 10,363 | 7,183,509 | ||||||||||
| Marc Crisafulli | 56,556,299 | 300,690 | 8,694 | 7,183,509 | ||||||||||
Marietta Davis | 56,157,062 | 697,296 | 11,325 | 7,183,509 | ||||||||||
Christina Favilla | 56,418,419 | 438,739 | 8,525 | 7,183,509 | ||||||||||
| Clayton Main | 56,829,334 | 27,555 | 8,794 | 7,183,509 | ||||||||||
Michael Passilla | 55,546,947 | 1,310,111 | 8,625 | 7,183,509 | ||||||||||
Proposal 2 – Approval of Amendment 2 to Priority Technology Holdings, Inc. 2021 Employee Stock Purchase Plan
The Company’s stockholders approved the advisory vote on Amendment 2 to the Employee Stock Purchase Plan. The votes were cast as follows:
For | Against | Abstain | Broker Non-Votes | ||||||||
| 56,850,782 | 5,169 | 9,732 | 7,183,509 | ||||||||
Proposal 3 – Approval of Advisory Vote on Named Executive Officer Compensation
The Company’s stockholders approved the advisory vote on Named Executive Officer Compensation. The votes were cast as follows:
For | Against | Abstain | Broker Non-Votes | ||||||||
| 51,873,697 | 4,983,449 | 8,537 | 7,183,509 | ||||||||
Proposal 4 – Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2025.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 63,198,073 | 844,656 | 6,463 | 0 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibit is furnished as part of this Current Report on Form 8-K.
| Exhibit Number | Description | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | ||||
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.
| Dated: June 13, 2025 | ||||||||
| PRIORITY TECHNOLOGY HOLDINGS, INC. | ||||||||
| By: /s/ Timothy O'Leary | ||||||||
| Name: Timothy O'Leary | ||||||||
| Title: Chief Financial Officer | ||||||||