Form 8-K Shift4 Payments, Inc. For: Jun 10

 

 

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 10, 2021

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 (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))

 

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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 10, 2021, Shift4 Payments, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 65,326,972 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 80.72% percent of the Company’s outstanding Common Stock as of the April 16, 2021 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 27, 2021.

Item 1 — Election of two Class I directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2024 and until their respective successors have been duly elected and qualified.

 

		For				Withheld				Broker Non-Vote
Jared Isaacman			326,733,497				10,680,728				2,002,005
Andrew Frey			325,303,737				12,110,488				2,002,005

Item 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

 

Votes FOR		Votes AGAINST				Votes ABSTAINED				Broker Non-Votes
339,174,248			222,233				19,749				0

Based on the foregoing votes, Jared Isaacman and Andrew Frey were elected and Item 2 was approved.

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 14, 2020				SHIFT4 PAYMENTS, INC.
				By:		/s/ Jordan Frankel
						Jordan Frankel
						Secretary, General Counsel and Executive Vice President, Legal, Human Resources and Compliance