Business Context and Reporting Period
This Form 8-K reports on the results of the 2024 Annual Meeting of Stockholders held by i3 Verticals, Inc. on February 22, 2024. The filing was submitted on February 23, 2024. The company is incorporated in Delaware and its Class A Common Stock trades on the Nasdaq Global Select Market under the symbol IIIV.
Key Financial Metrics
This filing is a Current Report regarding corporate governance and shareholder voting results. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent Form 10-K or 10-Q for financial performance details.
Material Changes and Voting Results
A total of 27,320,688 shares were present at the meeting, representing approximately 81.9% of outstanding Common Stock. The following matters were approved:
- Election of Directors: All nine nominees were elected to the Board of Directors for a one-year term.
- Decosta Jenkins received the highest support with 23,628,310 votes for.
- Timothy McKenna received 23,687,880 votes for.
- Clay Whitson received 21,035,890 votes for.
- Independent Auditor Ratification: Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2024. The vote was overwhelmingly in favor (27,319,253 For vs. 1,434 Against).
- Executive Compensation (Say-on-Pay): Stockholders approved the compensation of named executive officers on a non-binding advisory basis (23,082,545 For vs. 704,623 Against).
- Frequency of Say-on-Pay Votes: Stockholders approved holding future advisory votes on executive compensation every year (16,130,786 votes for 1 year). Consequently, the Company will hold annual advisory votes until the next required frequency vote.
Guidance, Outlook, and Risks
This filing contains no management commentary regarding business outlook, financial guidance, risks, contingencies, or unusual items. The document is strictly limited to the disclosure of shareholder voting outcomes.
Key Facts for Investor Verification
- Verify the full list of elected directors and their tenure terms in the company's proxy statement.
- Confirm the appointment of Deloitte & Touche LLP as the auditor for the fiscal year ending September 30, 2024.
- Note the shareholder decision to conduct annual "Say-on-Pay" votes on executive compensation.
- Review the company's latest 10-K or 10-Q for financial performance data, as this 8-K contains no financial metrics.