UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 11, 2019
PARK CITY GROUP, INC.
(Exact name of Registrant as specified in its Charter)
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Nevada
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001-34941
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37-1454128
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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5282 South Commerce
Drive, Suite D292, Murray, UT 84107
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(Address
of principal executive offices)
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(435)
645-2000
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former
name or address, if changed since last report)
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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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common
stock, par value $0.01 per share
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PCYG
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR 240.12b-2) ☐
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 ☐
EXPLANATORY NOTE
This
current report on Form 8-K/A (the “Amendment”) amends the current
report on Form 8-K dated November 12, 2019 filed by Park City
Group, Inc. (the “Company”) with the U.S.
Securities and Exchange Commission (the “Original Form 8-K”). The Original
Form 8-K reported the final voting results of the Company's Annual
Meeting of Stockholders held on November 11, 2019 (the
“Annual
Meeting”). The sole purpose of this Amendment is to
disclose the Company's decision regarding how frequently it will
conduct future stockholder advisory votes to approve the
compensation of the Company's named executive officers
(“Say on Pay”).
No other changes have been made to the Original Form
8-K.
Item 5.07 Submission of Matters
to a Vote of Security Holders.
As
previously reported in the Original Form 8-K, in a non-binding
advisory vote on the frequency of future Say on Pay votes held at
the Annual Meeting, 1,612,945 shares voted for one year, 39,422
shares voted for two years, 6,487,652 shares voted for three years,
and 33,747 shares abstained. The Company has considered the outcome
of this advisory vote and has determined, as was recommended with
respect to this proposal by the Company's Board of Directors in the
proxy statement for the Annual Meeting, that the Company will hold
future Say on Pay votes every three years until the occurrence of
the next advisory vote on the frequency of Say on Pay votes. The
next advisory vote regarding the frequency of Say on Pay votes is
required to occur no later than the Company's 2022 annual meeting
of stockholders.
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.
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PARK CITY GROUP INC.
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Date:
December 18, 2019
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By:
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/s/
John R. Merrill
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John R.
Merrill
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Chief
Financial Officer
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