PAR Technology Corp. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: PAR · Form: DEF 14A · Filed: Apr 23, 2024 · CIK: 708821

Par Technology Corp DEF 14A Filing Summary
FieldDetail
CompanyPar Technology Corp (PAR)
Form TypeDEF 14A
Filed DateApr 23, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$10,000
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Vote, Equity Incentive Plan, Executive Compensation

TL;DR

<b>PAR Technology Corporation is holding its 2024 Annual Meeting on June 3, 2024, to vote on director elections, stock authorization increases, equity plan amendments, and executive compensation.</b>

AI Summary

PAR TECHNOLOGY CORP (PAR) filed a Proxy Statement (DEF 14A) with the SEC on April 23, 2024. PAR Technology Corporation will hold its 2024 Annual Meeting of Shareholders on June 3, 2024, at 10:00 a.m. ET. The meeting will be a virtual event, accessible via live audio webcast at www.virtualshareholdermeeting.com/PAR2024. Shareholders will vote on electing seven directors, amending the Restated Certificate of Incorporation to increase authorized common stock from 58,000,000 to 116,000,000 shares. Shareholders will also vote on amending the 2015 Equity Incentive Plan to increase authorized shares by 1,900,000 and on a non-binding advisory basis, the compensation of named executive officers ('say-on-pay'). The record date for determining shareholders entitled to vote is April 10, 2024.

Why It Matters

For investors and stakeholders tracking PAR TECHNOLOGY CORP, this filing contains several important signals. The proposed increase in authorized shares from 58,000,000 to 116,000,000 and the equity plan amendment suggest potential future stock issuances for growth, acquisitions, or employee incentives. The 'say-on-pay' vote indicates shareholder oversight on executive compensation, which can influence future compensation structures and management decisions.

Risk Assessment

Risk Level: low — PAR TECHNOLOGY CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic shifts that would indicate immediate high risk.

Analyst Insight

Review the director nominees and the proposed amendments to the charter and equity plan to understand the company's future capital and compensation strategies.

Key Numbers

  • 2024 — Annual Meeting Year (2024 Annual Meeting of Shareholders)
  • June 3 — Meeting Date (Monday, June 3, 2024)
  • 10:00 a.m. ET — Meeting Time (10:00 a.m. ET)
  • April 10 — Record Date (Wednesday, April 10, 2024)
  • 58,000,000 — Current Authorized Shares (Increase authorized shares of common stock from 58,000,000 shares)
  • 116,000,000 — Proposed Authorized Shares (to 116,000,000 shares)
  • 1,900,000 — Equity Plan Share Increase (increase the number of shares of common stock authorized for issuance thereunder by 1,900,000 shares)

Key Players & Entities

  • PAR TECHNOLOGY CORP (company) — Registrant
  • June 3, 2024 (date) — Date of Annual Meeting
  • April 10, 2024 (date) — Record Date
  • 58,000,000 (dollar_amount) — Current authorized shares of common stock
  • 116,000,000 (dollar_amount) — Proposed authorized shares of common stock
  • 1,900,000 (dollar_amount) — Increase in shares for equity plan

FAQ

When did PAR TECHNOLOGY CORP file this DEF 14A?

PAR TECHNOLOGY CORP filed this Proxy Statement (DEF 14A) with the SEC on April 23, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PAR TECHNOLOGY CORP (PAR).

Where can I read the original DEF 14A filing from PAR TECHNOLOGY CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PAR TECHNOLOGY CORP.

What are the key takeaways from PAR TECHNOLOGY CORP's DEF 14A?

PAR TECHNOLOGY CORP filed this DEF 14A on April 23, 2024. Key takeaways: PAR Technology Corporation will hold its 2024 Annual Meeting of Shareholders on June 3, 2024, at 10:00 a.m. ET.. The meeting will be a virtual event, accessible via live audio webcast at www.virtualshareholdermeeting.com/PAR2024.. Shareholders will vote on electing seven directors, amending the Restated Certificate of Incorporation to increase authorized common stock from 58,000,000 to 116,000,000 shares..

Is PAR TECHNOLOGY CORP a risky investment based on this filing?

Based on this DEF 14A, PAR TECHNOLOGY CORP presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic shifts that would indicate immediate high risk.

What should investors do after reading PAR TECHNOLOGY CORP's DEF 14A?

Review the director nominees and the proposed amendments to the charter and equity plan to understand the company's future capital and compensation strategies. The overall sentiment from this filing is neutral.

Risk Factors

  • Filing Fee [low — regulatory]: No fee was required for this filing, as indicated by the checkmark next to 'No fee required'.

Key Dates

  • 2024-06-03: 2024 Annual Meeting of Shareholders — Shareholders will vote on key corporate matters.
  • 2024-04-10: Record Date — Determines shareholders eligible to vote at the Annual Meeting.

Filing Stats: 4,665 words · 19 min read · ~16 pages · Grade level 12.2 · Accepted 2024-04-23 16:29:24

Key Financial Figures

  • $10,000 — xpect to pay Morrow Sodali LLC a fee of $10,000 plus a reasonable amount to cover expen

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 24 Director Compensation 26

Executive Compensation

Executive Compensation 28 Pay Versus Performance 47 Proposal 2 – Amendment to Restated Certificate of Incorporation to Increase Authorized Shares of Common Stock 51 Proposal 3 – Amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the "2015 Equity Incentive Plan") 53 Equity Compensation Plan Information 58 Proposal 4 – Advisory Vote to Approve Named Executive Officer Compensation ("say-on-pay" vote). 59 Proposal 5 – Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm 60 Principal Accounting Fees and Services 61 2025 Annual Meeting 62

Forward-Looking Statements and Website References

Forward-Looking Statements and Website References. This proxy statement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of our future operations, financial condition, financial results, business strategies and prospects. Forward-looking statements are generally identified by words such as "anticipate," "believe," "belief," "continue," "could," "expect," "estimate," "intend," "may," "opportunity," "plan," "should," "will," "would," "will likely result," and similar expressions. Forward-looking statements are based on management's current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond PAR's control, which could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this proxy statement. Factors, risks, trends, and uncertainties that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this proxy statement are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our other filings with the Securities and Exchange Commission ("SEC"). We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law. Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement or into any of our other filings with the SEC. TABLE OF CONTENTS 2024 ANNUAL MEETING OF SHAREHOLDERS To be held June 3, 2024 PROXY ST

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