Document


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 8, 2018

PAR Technology Corporation
(Exact name of registrant as specified in its charter)

Delaware
1-09720
16-1434688
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (315) 738-0600
 
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))

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 a Vote of Security Holders.

The 2018 Annual Meeting of Stockholders of PAR Technology Corporation (the “Company”) was held on Friday, June 8, 2018 (the “Annual Meeting”). The final results of the stockholders’ vote on each of the proposals presented for a vote is as follows:
 
Proposal 1 — Election of Directors

The six (6) nominees for election to the Company’s Board of Directors were elected to serve until the 2019 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or, earlier, until his or her death, resignation, or removal, based upon the following votes:
Director Nominee
Votes For
Votes Withheld    
Broker Non-Votes
Dr. Donald H. Foley
9,397,153
682,474
4,199,396
Douglas G. Rauch
10,051,742
27,885
4,199,396
Cynthia A. Russo
10,030,128
49,500
4,199,396
Dr. John W. Sammon
9,347,914
731,713
4,199,396
Savneet Singh
10,032,640
46,987
4,199,396
James C. Stoffel
10,048,473
31,154
4,199,396


Proposal 2 — Non-binding Advisory Vote Regarding the Compensation of Named Executive Officers

The proposal to approve, on a non-binding, advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Company's proxy statement was approved based upon the following votes:
For
Against    
Abstained
Broker Non-Votes
8,614,250
1,057,565
407,812
4,199,396


Proposal 3 — Ratification of the Appointment of BDO USA, LLP as the Company's Independent Auditors for its fiscal year ending December 31, 2018

The ratification of the appointment of BDO USA, LLP as the Company's independent auditors for its fiscal year ending December 31, 2018 as disclosed in the Company's proxy statement was approved based upon the following votes:
For
Against    
Abstained
Broker Non-Votes
14,249,283
27,503
2,237
—

    
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 thereunto duly authorized.

 
PAR TECHNOLOGY CORPORATION
 
(Registrant)
 
 
Date:  June 13, 2018
/s/ Bryan A. Menar
 
Bryan A. Menar
 
Chief Financial Officer