UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2021
PAYSIGN, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38623 | 95-4550154 |
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification Number) |
2615 St. Rose Parkway,
Henderson, Nevada 89052
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 453-2221
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | PAYS |
The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 5, 2021, we held our annual meeting of stockholders (the “Annual Meeting”) to consider and vote upon the following proposals: (1) the election of directors, each to serve for a term expiring at our 2022 annual meeting of stockholders; and (2) the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021.
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. For more information on the following proposals, see our definitive proxy statement filed with the Securities and Exchange Commission on June 23, 2021.
Proposal 1: Election of Directors
The director nominees listed below were elected as directors to serve for a term expiring at our 2022 annual meeting of stockholders based on the following vote:
| Name | For | Withheld | Broker Non-Votes |
| Daniel R. Henry | 32,028,376.70 | 1,872,193.00 | 751,558.00 |
| Joan M. Herman | 33,077,287.89 | 823,281.81 | 751,558.00 |
| Bruce Mina | 33,802,293.70 | 98,276.00 | 751,558.00 |
| Mark R. Newcomer | 33,589,255.70 | 311,314.00 | 751,558.00 |
| Daniel H. Spence | 33,128,418.70 | 772,151.00 | 751,558.00 |
| Dennis L. Triplett | 33,802,275.89 | 98,293.81 | 751,558.00 |
| Quinn P. Williams | 31,685,508.70 | 2,215,061.00 | 751,558.00 |
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
BDO USA, LLP was ratified as our independent registered public accounting firm for our fiscal year ending December 31, 2021 based on the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 34,617,686.89 | 26,784.00 | 7,656.81 | 0.00 |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
PAYSIGN, INC.
| |
| Date: August 9, 2021 | By: /s/ Mark Newcomer |
| Mark Newcomer, Chief Executive Officer |
| 3 |