---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-26-020790"
form_type: "8-K/A"
ticker: "USIO"
cik: "0001088034"
company_name: "Usio, Inc."
filed_at: "2026-06-16T20:01:32+00:00"
generated_at: "2026-06-16T20:02:57.344516+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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).

## SEC filing metadata
- accession: 0001437749-26-020790
- form_type: 8-K/A
- ticker: USIO
- cik: 0001088034
- company_name: Usio, Inc.
- filed_at: 2026-06-16T20:01:32+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 3.03, 5.03, 5.07, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1088034/000143774926020790/0001437749-26-020790-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1088034/000143774926020790/usio20260616_8ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-26-020790
- JSON: https://secwatch.observer/filing/0001437749-26-020790.json
- Plain text: https://secwatch.observer/filing/0001437749-26-020790.txt

## Key facts
- Governance Changes
  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
  source text: On June 10, 2026, the Board of Directors of Usio, Inc. (the “Corporation”) amended and restated the Corporation’s Amended and Restated Bylaws (“Bylaws”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1088034/000143774926020790/0001437749-26-020790-index.htm
- Shareholder Votes
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1088034/000143774926020790/0001437749-26-020790-index.htm
- Shareholder Votes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1088034/000143774926020790/0001437749-26-020790-index.htm
- Shareholder Votes
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1088034/000143774926020790/0001437749-26-020790-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.