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 2, 2016
JETPAY CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35170 | 90-0632274 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
1175 Lancaster Avenue, Suite 200
Berwyn, PA 19312
(Address of Principal Executive Offices) (Zip Code)
(484) 324-7980
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On August 2, 2016 following the 2016 Annual Meeting of Stockholders of JetPay Corporation (the “Company”), Frederick S. Hammer notified the Company of his resignation as a member of its Board of Directors for personal reasons, to be effective August 31, 2016. Mr. Hammer is currently Chairman of the Company’s Compensation Committee and a member of the Company’s Nominating Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 2, 2016, the Company held its 2016 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders (i) elected a director for a three-year term, (ii) ratified the Audit Committee’s appointment of Marcum LLP as the Company’s registered public accounting firm for fiscal year 2016, (iii) approved and adopted an amendment and restatement of the JetPay Corporation 2013 Stock Incentive Plan (the “Plan”) to make available an additional 1,000,000 shares of the Company’s common stock for the grant of awards under the Plan, and (iv) voted in a non-binding advisory vote to approve of the compensation of our named executive officers.
The voting results were as follows:
| Proposals | Votes For (1) | Votes Withheld Or Against | Abstentions and Broker Non-Votes | |||||||||
|
Election of Frederick S. Hammer to the Board |
22,448,313 | 24,832 | 4,048,435 | |||||||||
| Ratification of appointment of Marcum LLP as the Company’s registered public accounting firm | 24,308,201 | 14,747 | 2,198,632 | |||||||||
|
Approval of amendment and restatement of the 2013 Stock Incentive Plan |
22,159,849 | 244,324 | 4,117,407 | |||||||||
|
Advisory vote on the compensation of the named executive officers |
22,217,290 | 186,883 | 4,117,407 | |||||||||
(1) Includes the vote of 91,333 shares of Series A Convertible Preferred Stock, par value $0.001 per share, of the Company, which collectively have the voting power of 8,838,677 shares of the Company’s common stock.
SIGNATURE
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.
Dated: August 5, 2016
JETPAY CORPORATION
By: /s/ Gregory M. Krzemien
Name: Gregory M. Krzemien
Title: Chief Financial Officer