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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): June 21, 2022

 

GTY TECHNOLOGY HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts 001-37931 83-2860149

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

800 Boylston Street, 16th Floor

Boston, MA 02199

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (877) 465-3200

 

Not Applicable

(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:

 

¨ 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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   GTYH   The Nasdaq Stock Market LLC

 

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 ¨

 

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 Security Holders.

 

On June 21, 2022, the Company held the 2022 annual meeting of shareholders (the “Annual Meeting”) in a virtual-only format via live webcast. At the Annual Meeting, a total of 48,045,518 of the Company’s issued and outstanding shares of common stock held of record as of April 25, 2022, the record date for the Annual Meeting, were present virtually or by proxy, which constituted a quorum. The Company’s shareholders voted on the following proposals at the Annual Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below. 

 

1.To elect Randolph L. Cowen and TJ Parass as Class I directors on the Board, each to serve on the Board in accordance with the Company’s restated articles of organization until the 2025 annual meeting of shareholders of the Company or until his successor is chosen and qualified.

 

Nominee   Votes For   Votes Against   Abstentions   Broker Non-Votes
Randolph L. Cowen   26,513,511   7,224,995   147,207   14,159,805
TJ Parass   26,126,351   7,534,894   224,468   14,159,805

  

2.To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

  Votes For   Votes Against   Abstentions    
  47,823,477   62,095   159,946    

 

3.To approve the Amendment to GTY Technology Holdings Inc. Amended and Restated 2019 Omnibus Incentive Plan.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
24,186,688   9,518,642   180,383   14,159,805

 

4.To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the enclosed proxy statement.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
21,876,551   11,683,783   325,379   14,159,805

 

5.To approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Three Years   Two Years   One Year   Abstentions   Broker Non-Votes
21,220,843   148,506   12,327,232   189,132   14,159,805

 

 

 

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.

 

  GTY TECHNOLOGY HOLDINGS INC.
   
     
  By: /s/ Jon C. Bourne
    Name: Jon C. Bourne
   

Title:

Executive Vice President, General Counsel and Secretary
     
Dated: June 22, 2022    

 

 

 

 

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