Repay Holdings Corp 8-K

What Happened Repay Holdings Corporation held its annual meeting of stockholders on June 10, 2026 and filed an 8-K on June 12, 2026 reporting the results. Stockholders elected the company’s board nominees for terms expiring at the 2027 annual meeting, ratified Grant Thornton LLP as the independent auditor for 2026, approved an advisory (non‑binding) vote on executive compensation, and approved the Third Amended and Restated Omnibus Incentive Plan. The board had adopted the amended plan on April 30, 2026, subject to stockholder approval.

Key Details

• Third Amended and Restated Omnibus Incentive Plan: increases available awards by 2,500,000 shares, extends plan term to April 29, 2036, and authorizes a total of 24,726,728 shares of Class A common stock for issuance under the plan. (Full plan text is filed as Exhibit 10.1 and summarized in the company’s May 11, 2026 proxy.)
• Director elections (each elected for terms expiring at the 2027 annual meeting): Paul R. Garcia; Maryann Goebel; Peter J. Kight; John Morris; Emnet Rios; Richard E. Thornburgh. Broker non‑votes: 5,888,994 for each director vote.
• Say‑on‑pay (advisory): For 36,772,506; Against 32,764,335; Abstained 9,714,109; Broker non‑votes 5,888,994 — advisory approval of named executive officers’ compensation.
• Incentive plan vote: For 46,757,481; Against 23,566,539; Abstained 8,926,930; Broker non‑votes 5,888,994 — plan approved by stockholders.
• Auditor ratification: Grant Thornton, LLP ratified as independent registered public accounting firm for fiscal 2026 — For 84,658,413; Against 445,177; Abstained 36,354.

Why It Matters These outcomes affect governance and equity compensation. Approval of the amended omnibus incentive plan increases the pool of shares available for grants (2.5 million additional shares) and extends the plan term, enabling the company to continue granting stock‑based awards to employees, executives, and directors. Re‑election of the board and ratification of the auditor maintain continuity in leadership and financial oversight. The advisory say‑on‑pay passed, signaling sufficient shareholder support for executive compensation as disclosed in the proxy (but note this vote is non‑binding). Investors tracking dilution, governance, or executive pay should note the expanded share authorization under the plan and the detailed vote totals reported in the 8‑K.