---
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"
generated_at: "2026-06-14T16:02:37.883649+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Priority Technology Holdings stockholders elect directors, approve say-on-pay, ratify EY as auditor

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001653558-23-000064
- JSON: https://secwatch.observer/filing/0001653558-23-000064.json
- Plain text: https://secwatch.observer/filing/0001653558-23-000064.txt

## Key facts
- Shareholder Votes
  Priority Technology Holdings, Inc. shareholders approved Election of Directors at the 2023-05-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1653558/000165355823000064/0001653558-23-000064-index.htm
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1653558/000165355823000064/0001653558-23-000064-index.htm
- Shareholder Votes
  Priority Technology Holdings, Inc. shareholders approved Advisory Vote on Named Executive Officer Compensation at the 2023-05-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-24
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1653558/000165355823000064/0001653558-23-000064-index.htm

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