Usio amends bylaws to mandate Nevada exclusive forum for shareholder suits; annual meeting results

Usio, Inc.

Bylaws amended to designate Nevada state court as exclusive forum for breach of fiduciary duty and internal corporate claims; federal courts for Securities Act claims.
Annual meeting re-elected Ernesto R. Beyer and Bradley Rollins as Class III directors (11.1M and 11.4M for, 1.7M and 1.5M withheld).
Non-binding advisory vote on executive compensation approved with 10.2M for (77% of votes cast), 2.7M against.
Ratification of Withum Smith+Brown as independent auditor for FY 2026 approved with 18.5M for (95% of votes cast).

item 3.03 item 5.03 item 5.07 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Usio, Inc.: Amended and restated bylaws to add exclusive forum provisions and administrative changes (effective 2026-06-10).

Change: bylaw amendment
Effective: 2026-06-10

Exact text from the filing

On June 10, 2026, the Board of Directors of Usio, Inc. (the “Corporation”) amended and restated the Corporation’s Amended and Restated Bylaws (“Bylaws”).

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Usio, Inc. shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm at the 2026-06-10 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2026-06-10

Exact text from the filing

Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm Our stockholders voted upon and approved the ratification of the appointment of Withum Smith+Brown, P.C., to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes on this proposal were as follows: FOR AGAINST ABSTAIN 18,464,009 979,087 11,926

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Usio, Inc. shareholders approved Election of two Class III Directors: Ernesto R. Beyer and Bradley Rollins at the 2026-06-10 meeting.

Proposal: director election
Outcome: passed
Meeting: 2026-06-10

Exact text from the filing

Proposal 1A – Election of two Class III Directors: Ernesto R. Beyer and Bradley Rollins to serve until the 2029 Annual Meeting of Stockholders or until their successor is duly elected and qualified.

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Usio, Inc. shareholders approved Advisory Vote on Executive Compensation at the 2026-06-10 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2026-06-10

Exact text from the filing

Proposal 2 – Advisory Vote on Executive Compensation Our stockholders voted upon and approved, by non-binding advisory vote, the compensation of our named executive officers for the year ended December 31, 2025, as described in our proxy statement. The votes on this proposal were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 10,166,645 2,672,494 45,035 6,570,848

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Usio, Inc. filing history →

Source: SEC EDGAR

accession 0001437749-26-020790

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