Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 10, 2020

FLEXSHOPPER, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37945		20-5456087
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

901 Yamato Road, Suite 260 Boca Raton, Florida		33431
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (855) 353-9289

N/A

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		FPAY		The Nasdaq Stock Market LLC

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 (see General Instruction A.2. below):

☐ 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))

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. ☐

CURRENT REPORT ON FORM 8-K

FlexShopper, Inc.

June 10, 2020

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 10, 2020, 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 April 29, 2020):

Proposal 1: To elect four 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 executive officers.

Proposal 3. To approve amendments to our 2018 Omnibus Equity Compensation Plan increasing the total number of shares reserved for issuance thereunder and the number of shares available for incentive stock options.

Proposal 4: To ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for 2020.

As of April 24, 2020, the record date for the annual meeting, there were outstanding 21,351,643 shares of common stock entitled to 21,351,643 votes at the annual meeting, 171,191 shares of Series 1 Preferred Stock entitled to 226,366 votes at the annual meeting, and 21,952 shares of Series 2 Preferred Stock entitled to 5,845,692 votes at the annual meeting. At the annual meeting, holders of 18,732,465 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 four nominees listed in our definitive proxy statement to serve on our board of directors for a one-year term of office expiring at the 2021 Annual Meeting of Stockholders. The results of the voting were as follows:

	Votes For		Votes Withheld		Broker Non-Votes

Howard S. Dvorkin		13,406,784		88,041		5,237,640

James D. Allen		13,406,153		88,672		5,237,640

T. Scott King		13,381,662		113,163		5,237,640

Sean Hinze		13,388,969		105,856		5,237,640

2. Approval, on a non-binding basis, of the compensation paid to our named executive officers. Our stockholders voted for the approval of our compensation paid to our executive officers in 2019. The results of voting were as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes

13,303,235	168,029	23,561	5,237,640

3. Approval of amendments to the FlexShopper, Inc. 2018 Omnibus Equity Compensation Plan. Our stockholders approved amendments to our 2018 Omnibus Equity Compensation Plan increasing the total number of shares reserved for issuance thereunder and the number of shares available as incentive stock options. The results of the voting were as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes

13,300,805	178,080	15,940	5,237,640

4. Ratification of appointment of independent registered public accounting firm. Our stockholders ratified the appointment of EisnerAmper LLP as our independent registered public accountants for the year ending December 31, 2020. The results of the voting were as follows:

Votes For	Votes Against	Votes Abstained

18,712,008	15,055	5,402

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.