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$PRTH·8-K

Priority Technology Holdings, Inc. · Jun 15, 10:43 AM ET

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Priority Technology Holdings, Inc. 8-K

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Priority Technology Holdings Reports 2026 Annual Meeting Results

What Happened Priority Technology Holdings, Inc. (PRTH) filed an 8-K on June 15, 2026 reporting the results of its 2026 annual meeting of stockholders. A quorum was present with 68,775,578 shares represented (83.5% of outstanding shares). Stockholders elected all six director nominees to serve until the 2027 annual meeting and approved votes on the company’s equity incentive plan amendment, the advisory “say-on-pay” vote, and ratified KPMG LLP as the independent registered public accounting firm.

Key Details

  • Meeting participation: 68,775,578 shares represented, equal to 83.5% of outstanding common stock.
  • Directors elected (votes For / Against / Abstain / Broker Non-Votes):
    • Thomas Priore: 49,699,954 / 801,425 / 17,753 / 18,256,446
    • Marc Crisafulli: 49,982,495 / 512,533 / 24,104 / 18,256,446
    • Marietta Davis: 50,008,004 / 484,239 / 26,889 / 18,256,446
    • Christina Favilla: 50,026,231 / 469,815 / 23,086 / 18,256,446
    • Clayton Main: 50,023,975 / 466,066 / 29,091 / 18,256,446
    • Michael Passilla: 49,561,425 / 928,615 / 29,092 / 18,256,446
  • Proposal outcomes:
    • Amendment 2 to the 2018 Equity Incentive Plan: Approved (For 48,759,188; Against 1,751,724; Abstain 8,220; Broker non-votes 18,256,446).
    • Advisory vote on Named Executive Officer compensation (say-on-pay): Approved (For 47,579,228; Against 2,899,556; Abstain 40,348; Broker non-votes 18,256,446).
    • Ratification of KPMG LLP as independent auditor for 2026: Approved (For 67,458,418; Against 1,314,849; Abstain 2,311).

Why It Matters These outcomes preserve board continuity (all nominees re-elected) and authorize the company to implement the approved changes to its equity incentive plan, enabling future equity awards under the amended plan. The advisory approval of executive compensation signals majority shareholder support for pay practices, while ratification of KPMG ensures continuity in the company’s external audit relationship—each item is relevant for governance, potential equity dilution, and investor confidence.

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