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): June 22, 2021

GTY TECHNOLOGY HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Massachusetts
001-37931
83-2860149
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (702) 945-2898

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
Common Stock, par value $0.0001 per share
 
GTYH
 
The Nasdaq Stock Market LLC

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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
William D. Green, immediately before his election at the annual meeting of the shareholders (the “Annual Meeting”) of GTY Technology Holdings Inc. (the “Company”) as a Class III director on the Company’s board of directors (the “Board”), resigned as a Class II director. Mr. Green will continue to serve on the Board and its audit committee and his resignation as a Class II director was solely for the purpose of ensuring that each class of the Company’s directors consists of one third of the total number of directors. It was not a result of any disagreement between him and the Company, its management, the Board or any committee of the Board.

Item 5.07.
Submission of Matters to Security Holders.
 
On June 22, 2021, the Company held the Annual Meeting in a virtual-only format via live webcast. At the Annual Meeting, a total of 74.89% of the Company’s issued and outstanding shares of common stock held of record as of April 14, 2021, the record date for the Annual Meeting, were present virtually or by proxy, which constituted a quorum. The Company’s shareholders voted on the following proposals at the Annual Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.


1.
To elect Mr. Green and Charles Wert as Class III directors on the Board, each to serve on the Board in accordance with the Company’s restated articles of organization until the 2024 annual meeting of shareholders of the Company or until his successor is chosen and qualified.

Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
William D. Green
 
21,668,088
 
9,368,939
 
8,774
 
12,015,316
Charles Wert
 
19,399,329
 
11,612,397
 
34,075
 
12,015,316


2.
To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 
Votes For
 
Votes Against
 
Abstentions
   
 
42,704,757
 
254,574
 
101,786
   

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.

 
GTY TECHNOLOGY HOLDINGS INC.
   
 
By:
/s/ Jon C. Bourne
   
Name:
Jon C. Bourne
   
Title:
Executive Vice President, General Counsel and Secretary
     
Dated: June 23, 2021
   



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