Shift4 Payments (NYSE: FOUR) shareholders back directors, charter changes and 2026 ESPP
Filing Impact
Filing Sentiment
Form Type
8-K
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.
Positive
- None.
Negative
- None.
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, and 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
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.
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.