Usio, Inc. 8-K

What Happened

• Usio, Inc. filed an 8‑K on June 10, 2026 reporting that it amended and restated its Amended and Restated Bylaws and reported the results of its 2026 Annual Meeting of Stockholders held the same day. The bylaws add advance‑notice procedures for stockholder proposals and director nominations (generally 90–120 days before the prior annual meeting anniversary), implement SEC “universal proxy” Rule 14a‑19 procedures, permit remote stockholder meetings and electronic director consents, and allow the meeting chair to adopt rules that can affect conduct of business at meetings.
• At the annual meeting, 27,621,564 shares were entitled to vote; 19,455,022 shares were present or represented (including 6,570,848 broker non‑votes). Ernesto R. Beyer and Bradley Rollins were elected as Class III directors. Shareholder votes also approved, on a non‑binding advisory basis, executive compensation for 2025 and ratified Withum Smith+Brown, P.C. as the independent registered public accounting firm for fiscal 2026.

Key Details

• Shares entitled to vote: 27,621,564; shares present/represented: 19,455,022; broker non‑votes: 6,570,848.
• Director election votes: Ernesto R. Beyer — For 11,142,286; Withheld 1,741,888; Bradley Rollins — For 11,407,747; Withheld 1,476,427 (each with 6,570,848 broker non‑votes).
• Advisory vote on executive compensation (non‑binding): For 10,166,645; Against 2,672,494; Abstain 45,035; Broker non‑votes 6,570,848.
• Ratification of auditor: Withum Smith+Brown, P.C. — For 18,464,009; Against 979,087; Abstain 11,926.
• Bylaw timing: stockholder notice generally must be received not later than 90 days nor earlier than 120 days prior to the first anniversary of the immediately preceding annual meeting.

Why It Matters

• The amended bylaws change how and when shareholders can nominate directors or propose business, which can make unsolicited proxy contests or takeover attempts more difficult or slower and align Usio with SEC universal proxy rules. These governance changes are material to investors because they affect shareholder rights and the process for challenging or changing the board.
• The annual meeting results confirm board continuity (two directors elected) and shareholder approval of the auditor and executive pay (advisory). The presence of substantial broker non‑votes and the voting tallies provide insight into shareholder engagement and support for management proposals.