Shift4 Payments shareholders approve all 2026 proposals

Shift4 Payments, Inc. reported the results of its annual stockholder meeting held on June 12, 2026.

Rhea-AI Filing Summary

Shift4 Payments, Inc. reported the results of its annual stockholder meeting held on June 12, 2026. Stockholders representing 69,298,837 Class A shares, or about 87.35% of shares outstanding as of the April 13, 2026 record date, were present or represented by proxy.

All proposals passed. Three Class III directors — Sam Bakhshandehpour, Jonathan Halkyard, and Nancy Disman — were elected for terms expiring at the 2029 annual meeting. Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026 and approved, on an advisory basis, compensation for named executive officers.

In addition, stockholders approved a Second Amended and Restated Certificate of Incorporation that, among other changes, eliminates authorization for Class B and Class C common stock and adds officer exculpation to the extent permitted by Delaware law. They also approved the Company’s 2026 Employee Stock Purchase Plan.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares represented: 69,298,837 shares Participation rate: 87.35% Auditor ratification FOR votes: 69,131,006 votes +5 more

8 metrics

Shares represented 69,298,837 shares Class A common stock represented at June 12, 2026 meeting

Participation rate 87.35% Of outstanding Class A shares as of April 13, 2026 record date

Auditor ratification FOR votes 69,131,006 votes For PricewaterhouseCoopers LLP as 2026 auditor (Item 2)

Say-on-pay FOR votes 47,733,886 votes Advisory approval of executive compensation (Item 3)

Charter amendment FOR votes 59,906,901 votes Second Amended and Restated Certificate of Incorporation (Item 4)

ESPP FOR votes 48,996,809 votes Approval of 2026 Employee Stock Purchase Plan (Item 5)

Director FOR votes - Bakhshandehpour 59,496,829 votes Election as Class III director (Item 1)

Director FOR votes - Disman 52,021,699 votes Election as Class III director (Item 1)

Key Terms

Broker Non-Votes, Second Amended and Restated Certificate of Incorporation, Employee Stock Purchase Plan, Mandatory Convertible Preferred Stock, +1 more

5 terms

Broker Non-Votes financial

"Votes FOR | | Votes WITHHELD | | Broker Non-Votes Sam Bakhshandehpour"

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.

Second Amended and Restated Certificate of Incorporation regulatory

"Approval of the Company’s Second Amended and Restated Certificate of Incorporation"

Employee Stock Purchase Plan financial

"Approval of the Company’s 2026 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Mandatory Convertible Preferred Stock financial

"6.00% Series A Mandatory Convertible Preferred Stock, par value $0.0001 per share"

A mandatory convertible preferred stock is a type of investment that pays regular income like a preferred share but is designed to automatically turn into a set number of common shares at a future date, much like a timed coupon that becomes company ownership. It matters to investors because it combines a near-term income stream with a guaranteed future increase in the company’s share count, which can dilute existing owners and change earnings-per-share and voting balance.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Shift4 Payments (FOUR) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing three Class III directors, ratifying PricewaterhouseCoopers as auditor, an advisory say-on-pay proposal, a charter amendment removing Class B and C shares with officer exculpation, and approving the 2026 Employee Stock Purchase Plan.

Were all Shift4 Payments (FOUR) 2026 annual meeting proposals approved?

Yes, all proposals were approved. Stockholders elected all three Class III directors, ratified PricewaterhouseCoopers as auditor, backed executive compensation on an advisory basis, approved the amended charter changes, and adopted the 2026 Employee Stock Purchase Plan.

How many Shift4 Payments (FOUR) shares were represented at the 2026 annual meeting?

A total of 69,298,837 shares of Class A common stock were represented, about 87.35% of outstanding shares as of the April 13, 2026 record date, indicating strong stockholder participation in the annual meeting voting process.

What changes were made to Shift4 Payments’ certificate of incorporation in 2026?

Stockholders approved a Second Amended and Restated Certificate of Incorporation eliminating authorization and references to Class B and Class C common stock and adding officer exculpation from fiduciary duty breaches to the extent allowed under Delaware’s General Corporation Law.

Did Shift4 Payments (FOUR) stockholders approve executive compensation in 2026?

Yes. In an advisory, non-binding say-on-pay vote, 47,733,886 votes were cast for, 12,398,705 against, and 111,136 abstained, with 9,055,110 broker non-votes, indicating stockholder approval of the company’s named executive officer compensation program.

Was the Shift4 Payments (FOUR) 2026 Employee Stock Purchase Plan approved?

Yes, the 2026 Employee Stock Purchase Plan was approved with 48,996,809 votes for, 11,072,127 against, and 174,791 abstentions, plus 9,055,110 broker non-votes, authorizing a new plan that allows eligible employees to purchase company stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 08:10 AM Learn about SEC filing dates

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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

June 12, 2026

Date of Report (date of earliest event reported)

SHIFT4 PAYMENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39313		84-3676340
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

3501 Corporate Pkwy

Center Valley, PA 18034

(Address of principal executive offices) (Zip Code)

(888) 276-2108

(Registrant’s telephone number, including area code)

N/A

(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
Class A common stock, par value $0.0001		FOUR		The New York Stock Exchange
6.00% Series A Mandatory Convertible Preferred Stock, par value $0.0001 per share		—		The 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 (§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 Security Holders.

On June 12, 2026, Shift4 Payments, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 69,298,837 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”) were present in person or represented by proxy at the Meeting, representing approximately 87.35% of the Company’s outstanding Common Stock as of the April 13, 2026 record date.

The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2026. The results were as follows:

Item 1 - Election of three Class III director nominees to the Board for a term of office expiring on the date of the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified.

		Votes FOR		Votes WITHHELD		Broker Non-Votes
Sam Bakhshandehpour		59,496,829		746,898		9,055,110
Jonathan Halkyard		54,877,579		5,366,148		9,055,110
Nancy Disman		52,021,699		8,222,028		9,055,110

Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
69,131,006		136,218		31,613		0

Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
47,733,886		12,398,705		111,136		9,055,110

Item 4 – Approval of the Company’s Second Amended and Restated Certificate of Incorporation, (i) eliminating the authorization of and references to Class B and Class C common stock and making related technical, non-substantive and conforming changes and (ii) to provide for exculpation of officers from breaches of fiduciary duty to the extent permitted by the General Corporation Law of the State of Delaware.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
59,906,901		278,035		58,791		9,055,110

Item 5 – Approval of the Company’s 2026 Employee Stock Purchase Plan.

Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
48,996,809		11,072,127		174,791		9,055,110

Based on the foregoing votes, each of Sam Bakhshandehpour, Jonathan Halkyard and Nancy Disman were elected as a Class III director and Items 2, 3, 4 and 5 were approved. No other items were presented for shareholder approval at the Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation of Shift4 Payments, Inc.
10.1		Shift4 Payments, Inc. 2026 Employee Stock Purchase Plan
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

Date: June 17, 2026

SHIFT4 PAYMENTS, INC.
By:		/s/ Jordan Frankel
Name:		Jordan Frankel
Title:		General Counsel and Secretary

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 80.5 KB

Other Documents

• EX-3.1 EX-3.1 426.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.8 KB