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EVOP EVO Payments

Filed: 21 May 21, 4:30pm

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): May 18, 2021

EVO Payments, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-38504

82-1304484

(State or other Jurisdiction of
Incorporation or Organization)

(Commission
File Number)

(IRS Employer
Identification No.)

Ten Glenlake Parkway, South Tower, Suite 950
Atlanta, Georgia

30328

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (770709-7374

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 (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 class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

EVOP

NASDAQ

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 5.07Submission of Matters to a Vote of Security Holders.

On May 18, 2021, EVO Payments, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected all of the Company’s Class III director nominees to serve until the Company’s 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers; (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ended December 31, 2021; and (iv) approved, for purposes of Nasdaq Listing Rules, the elimination of the limitation on conversions contained in the Company’s outstanding Series A convertible preferred stock. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 5, 2021.

The following is a summary of the final voting results for each matter presented to stockholders:

Proposal No. 1: Election of Class III directors

For

Withheld

Broker Non-Votes

Vahe A. Dombalagian

59,809,718

14,707,185

710,947

James G. Kelly

63,251,370

11,265,533

710,947

Rafik R. Sidhom

60,408,491

14,108,412

710,947

Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers for the year ended December 31, 2020

For

Against

Abstain

Broker Non-Votes

71,645,168

2,867,589

4,146

710,947

Proposal No. 3: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021

For

Against

Abstain

Broker Non-Votes

74,749,101

478,634

115

None

Proposal No. 4: Approval, for purposes of Nasdaq Listing Rules, of the elimination of the limitation on conversions contained in the Company’s outstanding Series A convertible preferred stock

For

Against

Abstain

Broker Non-Votes

62,394,125

13,563

2,735

710,947

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.

EVO Payments, Inc.

By:

/s/ Steven J. de Groot

Name:

Steven J. de Groot

Date: May 21, 2021

Title:

Executive Vice President, General Counsel and Secretary