---
schema_version: "secwatch.filing_event.v1"
accession: "0001653558-26-000105"
form_type: "8-K"
ticker: "PRTH"
cik: "0001653558"
company_name: "Priority Technology Holdings, Inc."
filed_at: "2026-06-15T14:43:20+00:00"
generated_at: "2026-06-15T14:44:10.630108+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# PRTH shareholders re-elect all six directors; approve equity plan, say-on-pay, and auditor at annual meeting

## Summary
- All six director nominees received >49.5M votes for; lowest was Michael Passilla at 49.56M.
- Amendment 2 to 2018 Equity Incentive Plan approved: 48.76M for, 1.75M against.
- Advisory vote on executive compensation passed: 47.58M for, 2.90M against.
- Ratification of KPMG as FY2026 auditor passed: 67.46M for, 1.31M against.
- Quorum of 83.5% (68.8M shares) represented at the June 11, 2026 meeting.

## SEC filing metadata
- accession: 0001653558-26-000105
- form_type: 8-K
- ticker: PRTH
- cik: 0001653558
- company_name: Priority Technology Holdings, Inc.
- filed_at: 2026-06-15T14:43:20+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/1653558/000165355826000105/0001653558-26-000105-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1653558/000165355826000105/prth-20260611.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001653558-26-000105
- JSON: https://secwatch.observer/filing/0001653558-26-000105.json
- Plain text: https://secwatch.observer/filing/0001653558-26-000105.txt

## Key facts
- Shareholder Votes
  Priority Technology Holdings, Inc. shareholders approved Approval of Amendment 2 to Priority Technology Holdings, Inc. 2018 Equity Incentive Plan at the 2026-06-11 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: The Company’s stockholders approved the advisory vote on Amendment 2 to the Equity Incentive Plan.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653558/000165355826000105/0001653558-26-000105-index.htm
- Shareholder Votes
  Priority Technology Holdings, Inc. shareholders approved Ratify the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026 at the 2026-06-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: Ratify the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653558/000165355826000105/0001653558-26-000105-index.htm
- Shareholder Votes
  Priority Technology Holdings, Inc. shareholders approved Election of Directors at the 2026-06-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: The Company’s stockholders elected each of the persons listed below to served as director until the next annual meeting in 2027 or until his earlier resignation, death, or removal. The votes were cast as follows:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653558/000165355826000105/0001653558-26-000105-index.htm
- Shareholder Votes
  Priority Technology Holdings, Inc. shareholders approved Advisory Vote on Named Executive Officer Compensation at the 2026-06-11 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-11
  source text: The Company’s stockholders approved the advisory vote on Named Executive Officer Compensation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1653558/000165355826000105/0001653558-26-000105-index.htm

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