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CompoSecure (CMPO)

Filed: 24 Jun 22, 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): June 24, 2022

 

COMPOSECURE, INC. 

(Exact name of registrant as specified in its charter)

 

Delaware 001-39687 85-2749902

(State or other jurisdiction
of incorporation)

 (Commission
File Number)
 (IRS Employer
Identification No.)

 

309 Pierce Street, Somerset, New Jersey08873

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (908) 518-0500

 

 

(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 Symbol(s)Name of each exchange on which registered
Class A Common stock, par value $0.0001 per shareCMPONasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Class A Common StockCMPOWNasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x

 

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

 

CompoSecure, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 24, 2022. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

 

1.The election of two (2) Class I directors to serve until the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their successors shall have been duly elected and qualified; and

 

2.The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

At the close of business on April 25, 2022, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 14,997,107 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting, and there were 61,086,800 shares of the Company’s Class B Common Stock outstanding and entitled to vote at the Annual Meeting. Under the Company’s Second Amended and Restated Certificate of Incorporation, the holders of the Company’s Class A Common Stock and Class B Common Stock (collectively, “Common Stock”) at all times vote together as one class on all matters submitted to a vote of the stockholders. The holders of an aggregate of 62,928,224 shares of Class A Common Stock and Class B Common Stock were represented virtually or represented by proxy, constituting a quorum.

 

At the Annual Meeting, (i) the two Class I directors were elected and (ii) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified.

 

Proposal No. 1 — Election of the Class I Directors

 

The vote with respect to the election of each of the directors was as follows:

 

Nominees For Withheld Broker Non-Votes
Jonathan C. Wilk 61,887,505 11,581 1,029,138
Jane J. Thompson 61,887,816 11,270 1,029,138

 

Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm

 

The vote with respect to the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was as follows:

 

For Against Abstain
62,917,683 10,531 10

 

 

 

 

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.

 

June 24, 2022CompoSecure, Inc.
  
  
 By:/s/ Timothy Fitzsimmons
  Name:Timothy Fitzsimmons
  Title:Chief Financial Officer