UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2019
Worldpay, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35462 | 26-4532998 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8500 Governor’s Hill Drive
Symmes Township, Ohio 45249
(Address of principal executive offices, including zip code)
(513) 900-5250
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| Class A Common Stock, $0.0001 par value | WP | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Worldpay, Inc. (“Worldpay”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on May 16, 2019. At the Annual Meeting, Worldpay stockholders voted on and approved four proposals, each of which is described in more detail in Worldpay’s definitive proxy statement dated April 3, 2019. Present at the Annual Meeting in person or by proxy were holders of shares of Class A common stock representing 255,655,354 votes.
The final voting results were as follows:
1. Election of three Class I directors:
| Director |
For | Withhold | Broker Non-Votes | |||||||||
| Lee Adrean |
246,252,992 | 1,548,390 | 7,853,972 | |||||||||
| Mark Heimbouch |
238,631,936 | 9,169,446 | 7,853,972 | |||||||||
| Gary Lauer |
245,976,578 | 1,824,804 | 7,853,972 | |||||||||
2. Advisory approval of the compensation of Worldpay’s named executive officers:
| For: |
239,674,994 | |||
| Against: |
7,691,150 | |||
| Abstain: |
435,238 | |||
| Broker Non-Votes: |
7,853,972 |
3. Advisory approval of the preferred frequency of stockholder advisory votes on executive compensation:
| 1 year: |
237,411,149 | |||
| 2 years: |
44,864 | |||
| 3 years: |
9,152,240 | |||
| Abstain: |
1,193,129 | |||
| Broker Non-Votes: |
7,853,972 |
4. Ratification of the appointment of Deloitte & Touche LLP as Worldpay’s independent registered public accounting firm for the fiscal year ending December 31, 2019:
| For: |
254,103,746 | |||
| Against: |
1,457,673 | |||
| Abstain: |
93,935 | |||
| Broker Non-Votes: |
— |
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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.
| WORLDPAY, INC. | ||||||
| Dated: May 16, 2019 | By: | /s/ JARED M. WARNER | ||||
| Name: | Jared M. Warner | |||||
| Title: | General Counsel and Corporate Secretary | |||||
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