i3 Verticals (NASDAQ: IIIV) reports 2026 shareholder vote results

Rhea-AI Filing Summary

i3 Verticals, Inc. held its 2026 Annual Meeting of Stockholders on March 3, 2026, with 28,382,815 shares of Class A and Class B common stock present or represented by proxy, representing approximately 91.6% of shares outstanding as of the January 2, 2026 record date.

Stockholders elected eight directors to one-year terms, including Gregory Daily, Clay Whitson, Elizabeth Seigenthaler Courtney, John Harrison, Decosta Jenkins, Timothy McKenna, David Morgan and David Wilds. Each nominee received a substantial majority of votes cast, with broker non-votes of 2,199,920 for each director.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, with 28,236,836 votes for and 145,375 against. In addition, they approved, on a non-binding advisory basis, the compensation of the named executive officers, with 25,737,410 votes for and 442,168 against.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 3, 2026

i3 Verticals, Inc.

(Exact name of registrant as specified in its charter)  

 

Delaware

001-38532

82-4052852

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

40 Burton Hills Blvd., Suite 415 Nashville, TN

37215

(Address of principal executive offices)

(Zip Code)

(615) 465-4487

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ 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, $0.0001 Par Value			IIIV			Nasdaq Global Select Market

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.

i3 Verticals, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on March 3, 2026 (the “Annual Meeting”). A total of 28,382,815 shares of the Company’s Class A and Class B common stock, each with par value $0.0001 per share (collectively, “Common Stock”), were present in person or represented by proxy at the Annual Meeting, representing approximately 91.6% of the Company’s outstanding Common Stock as of the January 2, 2026 record date. The following describes the matters that were submitted to the vote of the stockholders of the Company at the Annual Meeting and the result of the votes on these matters:

1. The stockholders elected each of the following persons as directors of the Company for a term of one year and until his or her successor is elected and qualified.

Name						For						Withheld						Broker Non-Votes
(a) Gregory Daily						25,967,528						215,367						2,199,920
(b) Clay Whitson						26,011,532						171,363						2,199,920
(c) Elizabeth Seigenthaler Courtney						24,396,992						1,785,903						2,199,920
(d) John Harrison						25,443,942						738,953						2,199,920
(e) Decosta Jenkins						26,019,856						163,039						2,199,920
(f) Timothy McKenna						25,827,859						355,036						2,199,920
(g) David Morgan						25,431,093						751,802						2,199,920
(h) David Wilds						25,985,663						197,232						2,199,920

2. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm (independent auditors) for the fiscal year ending September 30, 2026.

For						Against						Abstain						Broker Non-Votes
28,236,836						145,375						604						—

3. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting.

For						Against						Abstain						Broker Non-Votes
25,737,410						442,168						3,317						2,199,920

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: March 3, 2026

 

i3 VERTICALS, INC.
By:						/s/ Geoff Smith
Name:						Geoff Smith
Title:						Chief Financial Officer
						(Principal Financial Officer and Principal Accounting Officer)

FAQ

What did i3 Verticals (IIIV) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on three main items: electing eight directors to one-year terms, ratifying Deloitte & Touche LLP as independent auditors for the fiscal year ending September 30, 2026, and approving, on an advisory basis, the compensation of named executive officers.

How many i3 Verticals (IIIV) shares were represented at the 2026 Annual Meeting?

A total of 28,382,815 shares of Class A and Class B common stock were present in person or represented by proxy, representing approximately 91.6% of the company’s outstanding common stock as of the January 2, 2026 record date, indicating strong stockholder participation.

Were all director nominees elected at the i3 Verticals (IIIV) 2026 Annual Meeting?

Yes, all eight director nominees were elected for one-year terms. Each nominee, including Gregory Daily and Clay Whitson, received a strong majority of votes cast, with separate broker non-votes of 2,199,920 shares recorded for each director position on the ballot.

Did i3 Verticals (IIIV) stockholders approve the company’s executive compensation in 2026?

Yes, stockholders approved the compensation of the company’s named executive officers on a non-binding advisory basis. The vote totaled 25,737,410 shares in favor, 442,168 against and 3,317 abstentions, with an additional 2,199,920 broker non-votes recorded on this proposal.

Which auditing firm did i3 Verticals (IIIV) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026. The ratification received 28,236,836 votes for, 145,375 votes against and 604 abstentions, reflecting broad support for the firm’s appointment.

Filing Exhibits & Attachments

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