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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 1, 2023

 

FLEXSHOPPER, INC.
(Exact name of registrant as specified in its charter)
     

Delaware   001-37945   20-5456087
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

901 Yamato Road, Suite 260
Boca Raton, Florida
  33431
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (855) 353-9289

 

N/A

 

(Former name or former address, if changed since last report.)

 

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   FPAY   The Nasdaq Stock Market LLC

 

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):

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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.

 

 

 

 

 

 

CURRENT REPORT ON FORM 8-K

FlexShopper, Inc.

November 1, 2023

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On November 1, 2023, we held our annual meeting of stockholders. The following matters were submitted to our stockholders for consideration (all of which were set forth in our definitive proxy statement on Schedule 14A filed with the SEC on September 22, 2023):

 

Proposal 1: To elect five nominees to the Board of Directors to serve for one year.

 

Proposal 2: To approve, on a non-binding advisory basis, the compensation paid to our named executive officers.

 

Proposal 3: To approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to our executive officers.

 

Proposal 4: To approve an amendment to our 2018 Omnibus Equity Compensation Plan increasing the total number of shares reserved for issuance thereunder and the number of shares available for issuance as incentive stock options.

 

Proposal 5: To ratify the appointment of Grant Thornton, LLP as our independent registered public accounting firm for 2023.

 

As of September 12, 2023, the record date for the annual meeting, there were outstanding 21,752,304 shares of common stock entitled to 21,752,304 votes at the annual meeting, 170,332 shares of Series 1 Preferred Stock entitled to 225,231 votes at the annual meeting, and 21,952 shares of Series 2 Preferred Stock entitled to 5,845,695 votes at the annual meeting, for a total of 27,823,230 voting shares. At the annual meeting, holders of 18,340,013 shares of voting stock were present in person or represented by proxy. The full voting results were as follows:

 

1.  Election of directors. Our stockholders elected the five nominees listed in our definitive proxy statement to serve on our board of directors for a one-year term of office expiring at the 2024 Annual Meeting of Stockholders. The results of the voting were as follows:

 

   Votes For   Votes Withheld   Broker Non-Votes 
             
Howard S. Dvorkin   14,937,158    64,523    3,338,332 
                
James D. Allen   14,293,849    707,832    3,338,332 
                
Sean Hinze   14,937,882    63,799    3,338,332 
                
Thomas O. Katz   13,938,232    1,063,449    3,338,332 
                
T. Scott King   14,293,557    708,124    3,338,332 

 

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2.  Approval, on a non-binding basis, of the compensation paid to our named executive officers. Our stockholders voted for the approval, on an advisory, non-binding basis, of our compensation paid to our named executive officers in 2022. The results of voting were as follows:

 

Votes For   Votes Against   Votes
Abstained
   Broker
Non-Votes
 
                  
 14,809,238    109,197    83,246    3,338,332 

 

3.  Approval, on a non-binding basis, of the frequency of future advisory votes on the compensation paid to our named executive officers (whether once every year, every two years or three years). Our stockholders voted for the approval, on an advisory, non-binding basis, of the frequency of future advisory votes on the compensation paid to our named executive officers to be held every year. The results of voting were as follows:

 

 

Every Year

   Every Two
Years
   Every Three
Years
   Votes
Abstained
   Broker
Non-Votes
 
                       
 14,920,515    3,029    21,848    56,289    3,338,332 

 

4.  Approval of an amendment to the FlexShopper, Inc. 2018 Omnibus Equity Compensation Plan increasing the total number of shares reserved for issuance thereunder. Our stockholders voted for the approval of the amendment to the 2018 Omnibus Equity Compensation Plan. The results of voting were as follows:

Votes For   Votes Against   Votes
Abstained
   Broker
Non-Votes
 
                  
 13,679,449    1,307,267    14,965    3,338,332 

 

5.  Ratification of appointment of independent registered public accounting firm. Our stockholders ratified the appointment of Grant Thornton, LLP as our independent registered public accountants for the year ending December 31, 2023. The results of the voting were as follows:

 

Votes For   Votes Against   Votes
Abstained
   Broker
Non-Votes
 
                  
 18,275,590    13,110    51,313    - 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

 

FLEXSHOPPER, INC.
   
Dated: November 1, 2023 By:

/s/ H. Russell Heiser Jr.

    Name:  H. Russell Heiser Jr.
    Title: Chief Executive Officer

 

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