PAR Technology Corp Files 8-K on Governance Changes

TL;DR

PAR Tech filed an 8-K on 6/3/24 for corporate governance updates.

AI Summary

On June 3, 2024, PAR Technology Corporation filed an 8-K report detailing amendments to its Articles of Incorporation and matters submitted to a vote of security holders. The filing indicates changes related to the company's corporate governance structure.

Why It Matters

This filing signals potential shifts in PAR Technology's corporate structure or shareholder rights, which could impact future strategic decisions and investor relations.

Risk Assessment

Risk Level: low — The filing is procedural and relates to corporate governance, not immediate financial performance or operational changes.

Key Players & Entities

• PAR Technology Corporation (company) — Registrant
• June 3, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• New York (state) — State of principal executive offices

FAQ

Key Financial Figures

• $0.02 — f the Company's common stock, par value $0.02 per share, from 58,000,000 shares to 11

Filing Documents

• par-20240603.htm (8-K) — 54KB
• ex31certificateofamendment.htm (EX-3.1) — 8KB
• ex32restatedcertificateofi.htm (EX-3.2) — 33KB
• par-20240603_g1.jpg (GRAPHIC) — 41KB
• 0000708821-24-000064.txt ( ) — 327KB
• par-20240603.xsd (EX-101.SCH) — 2KB
• par-20240603_lab.xml (EX-101.LAB) — 23KB
• par-20240603_pre.xml (EX-101.PRE) — 13KB
• par-20240603_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 3, 2024, PAR Technology Corporation (the "Company") held its 2024 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved an amendment to the Company's Restated Certificate of Incorporation (the "Charter") to increase the number of authorized shares of the Company's common stock, par value $0.02 per share, from 58,000,000 shares to 116,000,000 shares (the "Amendment"). The Company's Board of Directors previously approved the Amendment, subject to shareholder approval at the Annual Meeting. The Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 4, 2024. The Board of Directors also approved a Restated Certificate of Incorporation (the "Restated Charter") that updated the Charter by incorporating the Amendment but did not further amend the Charter. The Company filed the Restated Charter with the Secretary of State of the State of Delaware on June 4, 2024, and it was effective upon filing. The foregoing description is qualified in its entirety by reference to the full text of the Amendment and the Restated Charter, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated by reference herein.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The 2024 Annual Meeting of Shareholders of PAR Technology Corporation (the "Company") was held on Monday, June 3, 2024 (the "Annual Meeting"). The voting results on the five (5) proposals considered and voted on at the Annual Meeting, all of which were described in the Company's proxy statement filed with the Securities and Exchange Commission on April 23, 2024, were as follows: Proposal 1 - Election of Directors . The seven (7) director nominees for election to the Company's Board of Directors were elected to serve until the 2025 annual meeting of shareholders. The voting was as follows: Director Nominee Votes For Votes Withheld Broker Non-Votes Linda M. Crawford 22,432,899 6,522 3,788,344 Keith E. Pascal 22,420,152 19,269 3,788,344 Douglas G. Rauch 22,202,845 236,576 3,788,344 Cynthia A. Russo 21,268,846 1,170,575 3,788,344 Narinder Singh 22,267,483 171,938 3,788,344 Savneet Singh 22,251,532 187,889 3,788,344 James C. Stoffel 22,035,293 404,128 3,788,344 Proposal 2 - Approve an amendment to the Company's Restated Certificate of Incorporation to increase the authorized shares of common stock from 58,000,000 shares to 116,000,000 shares . The proposal was approved. The voting was as follows: Votes For Votes Against Abstained Broker Non-Votes 26,047,989 171,449 8,327 — Proposal 3 - Approve an amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,900,000 shares . The proposal was approved. The voting was as follows: Votes For Votes Against Abstained Broker Non-Votes 19,556,481 1,817,258 1,065,682 3,788,344 Proposal 4 - Approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers . The proposal was approved. The voting was as follows: Votes For Votes Against Abstained Broker Non-Votes 21,473,090 957,071 9,2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 3.1 Certificate of Amendment of the Restated Certificate of Incorporation of PAR Technology Corporation, dated June 4, 2024 3.2 Restated Certificate of Incorporation of PAR Technology Corporation, dated June 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PAR TECHNOLOGY CORPORATION (Registrant) Date: June 6, 2024 /s/ Bryan A. Menar Bryan A. Menar Chief Financial Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR