Usio, Inc. 8-K/A

What Happened
Usio, Inc. (USIO) filed an 8-K on June 16, 2026 reporting results of its June 10, 2026 annual meeting and announcing amendments to its bylaws. A total of 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 each elected as Class III directors to serve until the 2029 annual meeting. Shareholders approved, by non-binding advisory vote, the company’s executive compensation for 2025 and ratified Withum Smith+Brown, P.C. as the independent registered public accounting firm for 2026. The company filed an Amended and Restated Bylaws (Exhibit 3.1) and furnished its annual meeting presentation (Exhibit 99.1).

Key Details

• Shares entitled to vote: 27,621,564; shares present/represented: 19,455,022; broker non-votes: 6,570,848.
• Director election tallies:
  • Ernesto R. Beyer — For: 11,142,286; Withheld: 1,741,888; Broker non-votes: 6,570,848.
  • Bradley Rollins — For: 11,407,747; Withheld: 1,476,427; Broker non-votes: 6,570,848.
• 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.
• Company filed amended and restated bylaws as Exhibit 3.1 and furnished the annual meeting presentation as Exhibit 99.1.

Why It Matters
This filing confirms corporate governance outcomes (director elections and auditor ratification) and a shareholder advisory approval of executive pay, which are routine but material governance items investors watch. The amended bylaws and the furnished presentation are new documents investors can review to understand any changes to shareholder rights, governance procedures, or strategic messaging presented at the meeting. The advisory vote is non-binding but indicates shareholder sentiment on compensation; the auditor ratification preserves continuity in financial reporting oversight.