0001653558false00016535582024-05-222024-05-22

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
 
May 22, 2024
Date of Report (Date of earliest event reported)
PRTH-Black-H-RGB (2).jpg
Priority Technology Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 001-37872 47-4257046
(State or other jurisdiction of incorporation)  (Commission File Number)  (I.R.S. Employer Identification No.) 
 
2001 Westside Parkway 
Suite 155
Alpharetta,Georgia30004
(Address of Principal Executive Offices)  (Zip Code) 
 
Registrant's telephone number, including area code: (800) 935-5961 
 
(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 (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))
 

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.001 par valuePRTHNasdaq Global Market




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 5.07. Submission of Matters to a Vote of Security Holders.


On May 22, 2024, Priority Technology Holdings, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). A total of 53,960,790 shares, or 71.19% 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 2025 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
51,036,90314,7381,0722,908,077
John Priore
50,088,706962,7891,2182,908,077
Marc Crisafulli50,999,72451,7311,2582,908,077
Marietta Davis
50,708,502342,9981,2132,908,077
Christina Favilla
50,636,620414,8801,2132,908,077
Michael Passilla
50,999,63351,8671,2132,908,077


Proposal 2 – 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
50,957,48795,22602,908,077


Proposal 3 – Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2024.

For
Against
Abstain
Broker Non-Votes
53,900,65760,13300

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 NumberDescription
104The 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: May 22, 2024 
  
 PRIORITY TECHNOLOGY HOLDINGS, INC.
  
 By: /s/ Timothy O'Leary
 Name: Timothy O'Leary
 Title: Chief Financial Officer


v3.24.1.1.u2
Cover
May 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 22, 2024
Entity Registrant Name Priority Technology Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37872
Entity Tax Identification Number 47-4257046
Entity Address, Address Line One 2001 Westside Parkway
Entity Address, Address Line Two Suite 155
Entity Address, City or Town Alpharetta,
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30004
City Area Code 800
Local Phone Number 935-5961
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.001 par value
Trading Symbol PRTH
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001653558
Amendment Flag false

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