false 0001794669 0001794669 2023-06-09 2023-06-09

 

 

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

June 9, 2023

Date of Report (Date of earliest event reported)

 

 

SHIFT4 PAYMENTS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39313   84-3676340

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2202 N. Irving St.

Allentown, Pennsylvania 18109

(Address of principal executive offices) (Zip Code)

(888) 276-2108

(Registrant’s telephone number, including area code)

N/A

(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

Class A Common Stock, $0.0001 par value per share   FOUR   The New York Stock Exchange

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 June 9, 2023, Shift4 Payments, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 74,938,185 shares of the Company’s Class A, Class B, and Class C common stock (collectively, “Common Stock”) were present in person or represented by proxy at the Meeting, representing approximately 90.09% percent of the Company’s outstanding Common Stock as of the April 17, 2023 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2023. The results were as follows:

Item 1 - Election of three Class III director nominees to the Company’s board of directors (the “Board”) for a term of office expiring on the date of the annual meeting of stockholders to be held in 2026 and until their respective successors have been duly elected and qualified.

 

     Votes
FOR
     Votes
WITHHELD
     Broker
Non-Votes
 

Sam Bakhshandehpour

     301,363,437        1,170,663        5,707,388  

Jonathan Halkyard

     270,760,215        31,773,885        5,707,388  

Donald Isaacman

     294,336,906        8,197,194        5,707,388  

Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

 

Votes

FOR

 

Votes

AGAINST

 

Votes

ABSTAINED

 

Broker

Non-Votes

306,176,205   1,563,447   501,836   0

Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

 

Votes

FOR

 

Votes

AGAINST

 

Votes

ABSTAINED

 

Broker

Non-Votes

290,539,406   11,949,747   44,947   5,707,388

Based on the foregoing votes, each of Sam Bakhshandehpour, Jonathan Halkyard and Donald Isaacman was elected as a Class III director, Item 2 was approved and Item 3 was approved. No other items were presented for shareholder approval at the Meeting.


SIGNATURES

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.

 

Date: June 12, 2023     SHIFT4 PAYMENTS, INC.
    By:  

/s/ Jordan Frankel

      Jordan Frankel
      Secretary, General Counsel and Executive Vice President, Legal, Risk and Compliance