{"schema_version":"secwatch.filing_event.v1","accession":"0001653558-23-000064","form_type":"8-K","ticker":"PRTH","cik":"0001653558","company_name":"Priority Technology Holdings, Inc.","filed_at":"2023-05-24T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.859859+00:00","generated_at":"2026-06-14T16:02:37.883649+00:00","sec_items":["5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Priority Technology Holdings stockholders elect directors, approve say-on-pay, ratify EY as auditor","bullets":["54,580,681 shares (71.44% of outstanding) represented at May 24, 2023 annual meeting.","All seven director nominees elected with >50.8M votes for each; broker non-votes of 3,114,440.","Advisory vote on executive compensation approved: 51.4M for, 64,472 against, 2,582 abstain.","Ernst & Young LLP ratified as independent auditor for FY2023: 54.1M for, 279,836 against.","No other material matters were voted on; all proposals passed."],"urls":{"canonical":"https://secwatch.observer/filing/0001653558-23-000064","json":"https://secwatch.observer/filing/0001653558-23-000064.json","markdown":"https://secwatch.observer/filing/0001653558-23-000064.md","text":"https://secwatch.observer/filing/0001653558-23-000064.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1653558/000165355823000064/0001653558-23-000064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1653558/000165355823000064/prth-20230524.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T16:02:37.883649+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3e4d1f73b73c654344e08e3295f59001bcf06662","claim":"Priority Technology Holdings, Inc. shareholders approved Election of Directors at the 2023-05-24 meeting.","evidence_excerpt":"Proposal 1 – Election of Directors The Company’s stockholders elected each of the persons listed below to served as director until the next annual meeting in 2024 or until his earlier resignation, death, or removal. The votes were cast as follows: Name of Nominee For Against Abstain Broker Non-Votes Thomas Priore 51,388,147 78,094 0 3,114,440 John Priore 50,830,290 635,951 0 3,114,440 Marc Crisafulli 51,409,112 20,223 36,906 3,114,440 Marietta Davis 51,129,142 335,599 1,500 3,114,440 Christina Favilla 50,930,342 534,399 1,500 3,114,440 Stephen Hipp 51,374,999 54,336 36,906 3,114,440 Michael Passilla 51,410,106 54,635 1,500 3,114,440","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1653558/000165355823000064/0001653558-23-000064-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"631610a3910c70f2b4b733c9e5b41f5ce53fbd14","claim":"Priority Technology Holdings, Inc. shareholders approved Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-24 meeting.","evidence_excerpt":"Proposal 3 – Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2023. For Against Abstain Broker Non-Votes 54,090,976 279,836 209,869 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1653558/000165355823000064/0001653558-23-000064-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"b6afca52f1f28b6c7a64b6562f8e966932a4aa97","claim":"Priority Technology Holdings, Inc. shareholders approved Advisory Vote on Named Executive Officer Compensation at the 2023-05-24 meeting.","evidence_excerpt":"Proposal 2 – Approval of Advisory Vote on Named Executive Officer Compensation The Company’s stockholders approved the advisory vote on Named Executive Officer Compensation. The votes were cast as follows: For Against Abstain Broker Non-Votes 51,399,187 64,472 2,582 3,114,440","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1653558/000165355823000064/0001653558-23-000064-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}