[8-K] PAR TECHNOLOGY CORP Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
PAR Technology Corporation reported the results of its 2026 Annual Meeting of Shareholders. Investors approved the Second Amended and Restated 2015 Equity Incentive Plan, which increases the common shares available for awards by 2,000,000.
All seven director nominees were elected to serve until the 2027 annual meeting. Shareholders also approved the non-binding say-on-pay vote on executive compensation and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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
Additional equity plan shares: 2,000,000 shares
Equity plan votes for: 25,727,885 votes
Say-on-pay votes for: 25,424,879 votes
+3 more
6 metrics
Additional equity plan shares
2,000,000 shares
Increase in common stock available under 2015 Equity Incentive Plan
Equity plan votes for
25,727,885 votes
Approval of Second Amended and Restated 2015 Equity Incentive Plan
Say-on-pay votes for
25,424,879 votes
Non-binding advisory vote on executive compensation
Auditor ratification votes for
33,262,602 votes
Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026
Director with highest for-votes
28,880,300 votes
Election of director nominee Keith E. Pascal
Broker non-votes on key items
4,320,107 votes
Broker non-votes for director elections and Proposals 2 and 3
Key Terms
Equity Incentive Plan, broker non-votes, Non-binding advisory vote, independent registered public accounting firm, +1 more
5 terms
Equity Incentive Plan financial
"approved the Second Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
broker non-votes financial
"The voting results were as follows ... Broker Non-Votes 4,320,107"
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.
Non-binding advisory vote financial
"Non-binding advisory vote to approve the compensation of the Company’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm regulatory
"Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company On May 29, 2026, PAR Technology Corporation"
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.
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): May 29, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315 ) 738-0600
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 | ||||||
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 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. | ||||
On May 29, 2026, PAR Technology Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Second Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “Amended 2015 Equity Incentive Plan”) to, among other things, increase the number of shares of common stock available to be issued thereunder by 2,000,000 shares. The Amended 2015 Equity Incentive Plan had been previously approved, subject to shareholder approval, by the Company’s Board of Directors.
The foregoing description of the Amended 2015 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to (i) the description of the Amended 2015 Equity Incentive Plan set forth under the heading “Proposal 2. Approval of the Amended 2015 Equity Incentive Plan” of the of the Company’s definitive proxy statement as filed with the U.S. Securities and Exchange Commission on April 16, 2026 (the “2026 Proxy Statement”); and (ii) the full text of the Amended 2015 Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The Annual Meeting of the Company was held on Friday, May 29, 2026. The voting results on the four (4) proposals considered and voted on at the Annual Meeting, all of which were described in the 2026 Proxy Statement, were as follows:
Proposal 1 - Election of Directors.
The seven (7) director nominees for election to the Company’s Board of Directors (the "Board") were elected to serve until the 2027 annual meeting of shareholders. The voting results were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Linda M. Crawford | 28,675,946 | 309,604 | 4,320,107 | ||||||||
| Keith E. Pascal | 28,880,300 | 105,250 | 4,320,107 | ||||||||
| Douglas G. Rauch | 24,847,545 | 4,138,005 | 4,320,107 | ||||||||
| Cynthia A. Russo | 28,311,835 | 673,715 | 4,320,107 | ||||||||
| Narinder Singh | 28,674,393 | 311,157 | 4,320,107 | ||||||||
| Savneet Singh | 28,825,312 | 160,238 | 4,320,107 | ||||||||
| James C. Stoffel | 26,560,752 | 2,424,798 | 4,320,107 | ||||||||
Proposal 2 - Approval of the Second Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan.
The proposal was approved. The voting results were as follows:
| Votes For | Votes Against | Abstained | Broker Non-Votes | ||||||||
| 25,727,885 | 3,225,630 | 32,035 | 4,320,107 | ||||||||
Proposal 3 - Non-binding advisory vote to approve the compensation of the Company’s named executive officers (“Say-on-Pay Vote”).
The proposal was approved. The voting results were as follows:
| Votes For | Votes Against | Abstained | Broker Non-Votes | ||||||||
| 25,424,879 | 3,525,482 | 35,189 | 4,320,107 | ||||||||
Proposal 4 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026.
The proposal was approved and the appointment was ratified. The voting results were as follows:
| Votes For | Votes Against | Abstained | Broker Non-Votes | ||||||||
| 33,262,602 | 26,617 | 16,438 | — | ||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | |||||||
| Exhibit No. | Exhibit Description | |||||||
| 10.1 | Second Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan | |||||||
| 104 | Cover Page Interactive Data File (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.
PAR TECHNOLOGY CORPORATION | ||||||||
(Registrant) | ||||||||
| Date: | June 3, 2026 | /s/ Bryan A. Menar | ||||||
Bryan A. Menar | ||||||||
Chief Financial Officer | ||||||||
(Principal Financial Officer) | ||||||||
FAQ
Were all PAR (PAR) director nominees elected at the 2026 meeting?
Yes, all seven PAR director nominees were elected to serve until the 2027 annual meeting. Each nominee, including Linda M. Crawford, Keith E. Pascal, and Savneet Singh, received more votes “For” than “Withheld,” with additional broker non-votes reported for each director.
Where can investors find details of PAR (PAR) amended 2015 equity plan?
Details are in the 2026 definitive proxy statement under “Proposal 2. Approval of the Amended 2015 Equity Incentive Plan.” The full plan text is attached as Exhibit 10.1 to the Form 8-K and is incorporated by reference for complete terms and conditions.