AppTech Payments (APCX) 2026 annual meeting reports director and say-on-pay votes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AppTech Payments Corp. reported voting results from its 2026 Annual Shareholders’ Meeting. There were 40,503,934 common shares entitled to vote as of March 30, 2026, and 26,990,778 shares were represented in person or by proxy, indicating a solid quorum.

Director nominees received substantial support: Albert L. Lord received 24,278,883 votes for and 2,711,895 withheld, while Thomas J. DeRosa received 18,839,757 votes for and 8,151,021 withheld, with 574,067 broker non-votes for each. Shareholders also voted on several other proposals, including an advisory frequency choice for executive compensation, where 21,868,753 votes favored a one-year frequency over longer alternatives.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 40,503,934 shares Shares represented at meeting: 26,990,778 shares Votes for Albert L. Lord: 24,278,883 votes +3 more

6 metrics

Shares entitled to vote 40,503,934 shares Common stock entitled to vote as of March 30, 2026 record date

Shares represented at meeting 26,990,778 shares Shares present in person or by proxy at 2026 Annual Meeting

Votes for Albert L. Lord 24,278,883 votes Director nominee votes for, with 2,711,895 withheld and 574,067 broker non-votes

Votes for Thomas J. DeRosa 18,839,757 votes Director nominee votes for, with 8,151,021 withheld and 574,067 broker non-votes

One-year say-on-pay frequency 21,868,753 votes Votes for one-year frequency; 1,049,477 for two years, 750,181 for three years

High-support proposal votes for 25,837,544 votes Proposal with 25,837,544 for, 78,756 against, 1,648,545 abstain, no broker non-votes

Key Terms

Annual Shareholders’ Meeting, Broker Non-Votes, Emerging growth company, OTCQB, +1 more

5 terms

Annual Shareholders’ Meeting financial

"On May 28, 2026, AppTech Payments Corp. ... held its 2026 Annual Shareholders’ Meeting"

A company's annual shareholders’ meeting is a yearly gathering where owners of the company review performance, vote on key decisions (like electing the board or approving executive pay), and ask management questions. Investors care because it’s the main forum to influence how the company is run and to get direct updates—think of it as a town hall where owners judge leaders and set the rules that affect the value of their investment.

Broker Non-Votes financial

"Director Nominee ... Votes For ... Withheld ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

OTCQB market

"Common stock, par value $0.001 per share ... APCX ... OTCQB"

OTCQB is a tier of the over‑the‑counter (OTC) market where smaller or developing companies list their shares for trading without being on a major stock exchange. Think of it like a well‑kept side street market: companies must meet basic reporting and transparency checks so investors get more information than the lowest OTC tier, but trading is usually less liquid and riskier than on big exchanges. Investors care because OTCQB listings can offer early access to growth stories but come with higher price swings and greater chance of limited resale options.

Warrants financial

"Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

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Understanding 8-K Material Events →

06/02/2026 - 08:30 AM

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 28, 2026

AppTech Payments Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-39158

65-0847995

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5876 Owens Ave, Suite 100

Carlsbad, California 92008

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (760) 707-5959

Not Applicable

(Former name or former address, if changed since last report)

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(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.001 per share	APCX	OTCQB
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15	APCXW	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Securities Holders.

On May 28, 2026, AppTech Payments Corp. (the “Company”) held its 2026 Annual Shareholders’ Meeting (the “Annual Meeting”). There were 40,503,934 shares of Company common stock entitled to be voted as of the March 30, 2026, record date. Of this amount, 26,990,778 shares were represented in person or by proxy at the meeting. Voting results for each matter submitted to a vote at the 2026 Annual Meeting are set forth below:

The shareholders voted to elect each of the two (2) Class II director nominees to serve two-year terms:

Director Nominee	Votes For	Withheld	Broker Non-Votes
Albert L. Lord	24,278,883	2,711,895	574,067
Thomas J. DeRosa	18,839,757	8,151,021	574,067

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers:

Votes For		Against		Abstain		Broker Non-Votes
22,309,168		1,532,022		3,149,588		574,067

The shareholders indicated, on an advisory basis, the preferred frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers for One Year:

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
21,868,753		1,049,477		750,181		3,222,397		574,067

The shareholders approved the 2026 AppTech Equity Incentive Plan:

Votes For		Against		Abstain		Broker Non-Votes
21,612,652		1,749,190		3,628,936		574,067

The appointment of dbbmckennon, LLC as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified by the shareholders:

Votes For		Against		Abstain		Broker Non-Votes
25,837,544		78,756		1,648,545		-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	APPTECH PAYMENTS CORP.

Date: June 2, 2026	By:	/s/ Thomas DeRosa
		Thomas DeRosa
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What was the quorum at AppTech Payments (APCX) 2026 annual meeting?

The quorum was strong, with 26,990,778 AppTech Payments shares represented out of 40,503,934 shares entitled to vote. Shares were represented either in person or by proxy as of the March 30, 2026 record date.

How did AppTech Payments (APCX) shareholders vote on Albert L. Lord as director?

Albert L. Lord received 24,278,883 votes for and 2,711,895 votes withheld, with 574,067 broker non-votes. These results show a clear majority of votes cast in favor of his continued service on the board.

What were the 2026 director election results for Thomas J. DeRosa at AppTech (APCX)?

Thomas J. DeRosa received 18,839,757 votes for and 8,151,021 votes withheld, plus 574,067 broker non-votes. While support was lower than for the other nominee, he still obtained a majority of votes cast in his favor.

What executive pay frequency did AppTech Payments (APCX) shareholders prefer in 2026?

Shareholders favored an annual say-on-pay vote, with 21,868,753 votes for a one-year frequency, 1,049,477 for two years, and 750,181 for three years, plus 3,222,397 abstentions and 574,067 broker non-votes recorded.

How many shares of AppTech Payments (APCX) were entitled to vote at the 2026 meeting?

A total of 40,503,934 shares of AppTech Payments common stock were entitled to vote as of the March 30, 2026 record date. These shares formed the base for quorum and all reported voting outcomes.

Were there additional proposals voted on at the 2026 AppTech Payments (APCX) meeting?

Yes. Beyond electing directors and selecting say-on-pay frequency, shareholders voted on several other proposals, including items that received 25,837,544 votes for, 78,756 against, and 1,648,545 abstentions, with no broker non-votes on that specific item.

Filing Exhibits & Attachments

4 documents