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$PMTS·8-K

CPI Card Group Inc. · May 26, 4:19 PM ET

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CPI Card Group Inc. 8-K

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CPI Card Group Inc. Reports 2026 Annual Meeting Voting Results

What Happened CPI Card Group Inc. (PMTS) filed an 8-K disclosing the results of its annual meeting of stockholders held on May 21, 2026. Stockholders elected eight directors to one-year terms, ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2026, and approved on an advisory basis the compensation of the named executive officers.

Key Details

  • Meeting date: May 21, 2026; 8-K filed May 26, 2026 (signed by Darren Dragovich, Chief Legal & Compliance Officer).
  • Election of directors (one-year terms). For vote totals by nominee:
    • Thomas Furey — For 8,004,747; Against 49,013; Abstentions 11,412; Broker non-votes 1,346,484
    • John Lowe — For 8,011,962; Against 52,964; Abstentions 246; Broker non-votes 1,346,484
    • Ravi Mallela — For 8,006,472; Against 47,288; Abstentions 11,412; Broker non-votes 1,346,484
    • Lisa Oleson — For 7,965,084; Against 87,738; Abstentions 12,350; Broker non-votes 1,346,484
    • Nicholas Peters — For 7,972,390; Against 88,871; Abstentions 3,911; Broker non-votes 1,346,484
    • H. Sanford Riley — For 7,993,884; Against 67,377; Abstentions 3,911; Broker non-votes 1,346,484
    • Marc Sheinbaum — For 7,987,066; Against 74,341; Abstentions 3,765; Broker non-votes 1,346,484
    • Valerie Soranno Keating — For 7,887,389; Against 173,867; Abstentions 3,916; Broker non-votes 1,346,484
  • Ratification of auditor: KPMG LLP ratified as independent registered public accounting firm for year ending Dec. 31, 2026 — For 9,311,972; Against 35,496; Abstentions 64,188.
  • Advisory (non-binding) vote on named executive officer compensation: Approved — For 7,593,414; Against 212,506; Abstentions 259,252; Broker non-votes 1,346,484.

Why It Matters

  • Board continuity: Re-election of all eight nominees keeps the current board in place for 2026 and may affect governance and strategic oversight.
  • Audit continuity: Ratifying KPMG ensures the same independent auditor for the upcoming fiscal year, which matters for financial reporting continuity and audit planning.
  • Executive pay approved (advisory): Stockholders gave non-binding approval to named executive officer compensation, indicating shareholder support but not legally altering compensation arrangements.

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