Par Technology Corporation

06/03/2026 | Press release | Distributed by Public on 06/03/2026 14:44

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On May 29, 2026, PAR Technology Corporation (the "Company") held its 2026 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the Second Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the "Amended 2015 Equity Incentive Plan") to, among other things, increase the number of shares of common stock available to be issued thereunder by 2,000,000 shares. The Amended 2015 Equity Incentive Plan had been previously approved, subject to shareholder approval, by the Company's Board of Directors.
The foregoing description of the Amended 2015 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to (i) the description of the Amended 2015 Equity Incentive Plan set forth under the heading "Proposal 2. Approval of the Amended 2015 Equity Incentive Plan" of the of the Company's definitive proxy statement as filed with the U.S. Securities and Exchange Commission on April 16, 2026 (the "2026 Proxy Statement"); and (ii) the full text of the Amended 2015 Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on Friday, May 29, 2026. The voting results on the four (4) proposals considered and voted on at the Annual Meeting, all of which were described in the 2026 Proxy Statement, were as follows:
Proposal 1 - Election of Directors.
The seven (7) director nominees for election to the Company's Board of Directors (the "Board") were elected to serve until the 2027 annual meeting of shareholders. The voting results were as follows:
Director Nominee Votes For Votes Withheld Broker Non-Votes
Linda M. Crawford 28,675,946 309,604 4,320,107
Keith E. Pascal 28,880,300 105,250 4,320,107
Douglas G. Rauch 24,847,545 4,138,005 4,320,107
Cynthia A. Russo 28,311,835 673,715 4,320,107
Narinder Singh 28,674,393 311,157 4,320,107
Savneet Singh 28,825,312 160,238 4,320,107
James C. Stoffel 26,560,752 2,424,798 4,320,107
Proposal 2 - Approval of the Second Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan.
The proposal was approved. The voting results were as follows:
Votes For Votes Against Abstained Broker Non-Votes
25,727,885 3,225,630 32,035 4,320,107
Proposal 3 - Non-binding advisory vote to approve the compensation of the Company's named executive officers ("Say-on-Pay Vote").
The proposal was approved. The voting results were as follows:
Votes For Votes Against Abstained Broker Non-Votes
25,424,879 3,525,482 35,189 4,320,107
Proposal 4 - Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2026.
The proposal was approved and the appointment was ratified. The voting results were as follows:
Votes For Votes Against Abstained Broker Non-Votes
33,262,602 26,617 16,438 -
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