---
schema_version: "secwatch.filing_event.v1"
accession: "0001558370-23-010638"
form_type: "8-K"
ticker: "PMTS"
cik: "0001641614"
company_name: "CPI Card Group Inc."
filed_at: "2023-05-31T23:59:59+00:00"
generated_at: "2026-06-14T10:32:17.641318+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# Stockholders approve officer exculpation amendment, elect all seven director nominees

## Summary
- Amendment to certificate of incorporation limits officer liability for breach of fiduciary duty of care in direct stockholder claims.
- All seven director nominees elected with votes for ranging from 7.37M to 7.96M.
- KPMG ratified as independent auditor for FY 2023 with 9.2M votes for.
- Advisory vote on named executive officer compensation approved with 7.78M votes for.
- Amendment approved with 7.5M votes for, 513K against.

## SEC filing metadata
- accession: 0001558370-23-010638
- form_type: 8-K
- ticker: PMTS
- cik: 0001641614
- company_name: CPI Card Group Inc.
- filed_at: 2023-05-31T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1641614/000155837023010638/0001558370-23-010638-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1641614/000155837023010638/pmts-20230524x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001558370-23-010638
- JSON: https://secwatch.observer/filing/0001558370-23-010638.json
- Plain text: https://secwatch.observer/filing/0001558370-23-010638.txt

## Key facts
- Governance Changes
  CPI Card Group Inc.: Amendment to Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law (effective 2023-05-24).
  - Change: charter amendment
  - Effective: 2023-05-24
  source text: As described under Item 5.07 of this report, on May 24, 2023, at the Annual Meeting of Stockholders (“Annual Meeting”) of CPI Card Group, Inc. (the “Company”), the Company's stockholders approved an amendment (“Amendment”) to the Company's Fourth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to reflect new Delaware law provisions regarding officer exculpation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641614/000155837023010638/0001558370-23-010638-index.htm
- Shareholder Votes
  CPI Card Group Inc. shareholders approved Election of Directors for a one-year term expiring at the annual meeting in 2024 at the 2023-05-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: The Company’s stockholders elected the following individuals to the Board for a one-year term expiring at the Company’s annual meeting of stockholders in 2024:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641614/000155837023010638/0001558370-23-010638-index.htm
- Shareholder Votes
  CPI Card Group Inc. shareholders approved Stockholder advisory vote to approve named executive officer compensation at the 2023-05-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement, by the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641614/000155837023010638/0001558370-23-010638-index.htm
- Shareholder Votes
  CPI Card Group Inc. shareholders approved Amendment to Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law at the 2023-05-24 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: The Company’s stockholders voted to approve an amendment of the Company’s Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by amendments to Delaware law, by the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641614/000155837023010638/0001558370-23-010638-index.htm
- Shareholder Votes
  CPI Card Group Inc. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for year ending December 31, 2023 at the 2023-05-24 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 by the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641614/000155837023010638/0001558370-23-010638-index.htm

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