Paysign (NASDAQ: PAYS) investors reelect full board and back Baker Tilly

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Paysign, Inc. held its Annual Meeting of stockholders on May 8, 2026, where shareholders voted on board elections and auditor ratification. Seven director nominees, including Mark R. Newcomer and Dennis L. Triplett, were elected to serve until the 2027 annual meeting.

Shareholders also ratified Baker Tilly US, LLP as Paysign’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 38,429,068 votes for, 279 against, and 96,029 abstentions, plus 641,671 broker non-votes.

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

Votes for auditor ratification: 38,429,068 votes Votes against auditor ratification: 279 votes Abstentions on auditor ratification: 96,029 votes +3 more

6 metrics

Votes for auditor ratification 38,429,068 votes For ratifying Baker Tilly US, LLP for fiscal year ending December 31, 2026

Votes against auditor ratification 279 votes Against ratifying Baker Tilly US, LLP for fiscal year ending December 31, 2026

Abstentions on auditor ratification 96,029 votes Abstain on ratifying Baker Tilly US, LLP for fiscal year ending December 31, 2026

Broker non-votes on proposals 641,671 votes Broker non-votes on director elections and auditor ratification

Votes for Mark R. Newcomer 37,288,582 votes For election to Board of Directors until 2027 annual meeting

Votes for Dennis L. Triplett 34,852,034 votes For election to Board of Directors until 2027 annual meeting

Key Terms

Annual Meeting, independent registered public accounting firm, broker non-votes, ratified

4 terms

Annual Meeting regulatory

"On May 8, 2026, we held our annual meeting of stockholders (the “Annual Meeting”)"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

independent registered public accounting firm financial

"to ratify the selection of Baker Tilly US, LLP as our 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.

broker non-votes financial

"Name | 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.

ratified regulatory

"Baker Tilly US, LLP was ratified as our independent registered public accounting firm"

"Ratified" means officially approved or confirmed, often through a formal process. When an agreement, decision, or rule is ratified, it becomes legally binding and recognized as final. For investors, ratification signals that an agreement or change has been validated, providing assurance that it is official and enforceable.

Understanding 8-K Material Events →

05/12/2026 - 07:29 PM

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 8, 2026

PAYSIGN, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-38623	95-4550154
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

2615 St. Rose Parkway

Henderson, Nevada 89052

(Address of principal executive offices) (Zip Code)

(702) 453-2221

(Registrant's telephone number, including area code)

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-4c))

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, $0.001 par value per share	PAYS	The Nasdaq Stock Market LLC

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 May 8, 2026, we held our annual meeting of stockholders (the “Annual Meeting”) to consider and vote upon the following proposals: (1) to elect to the Board of Directors the seven nominees for director, each to hold office until the 2027 annual meeting of our stockholders, and (2) to ratify the selection of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. For more information on the following proposals, see our definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2026.

Proposal 1: Election of Directors

The director nominees listed below were elected to our Board of Directors, each to hold office until the 2027 annual meeting of stockholders, based on the following vote:

Name	For	Withheld	Broker Non-Votes
Mark R. Newcomer	37,288,582	595,123	641,671
Matthew Lanford	37,030,015	853,690	641,671
Joan M. Herman	37,507,596	376,109	641,671
Daniel R. Henry	37,179,951	703,754	641,671
Bruce A. Mina	37,175,779	707,926	641,671
Jeffrey B. Newman	36,709,653	1,174,052	641,671
Dennis L. Triplett	34,852,034	3,031,671	641,671

Proposal 2: Ratification of the Selection of Baker Tilly US, LLP as our Independent Registered Public Accounting Firm

Baker Tilly US, LLP was ratified as our independent registered public accounting firm for the fiscal year ending December 31, 2026, based on the following vote:

For	Against	Abstain	Broker Non-Votes
38,429,068	279	96,029	641,671

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.

PAYSIGN, INC.

Date: May 12, 2026

By: /s/ Mark Newcomer

Mark Newcomer, Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Paysign (PAYS) shareholders vote on at the May 8, 2026 Annual Meeting?

Paysign shareholders voted on electing seven directors and ratifying Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Both proposals received the necessary shareholder approval at the Annual Meeting.

Which directors were elected to Paysign (PAYS)’s board at the 2026 Annual Meeting?

Shareholders elected Mark R. Newcomer, Matthew Lanford, Joan M. Herman, Daniel R. Henry, Bruce A. Mina, Jeffrey B. Newman, and Dennis L. Triplett. Each director will serve until the 2027 annual meeting of stockholders, based on the shareholder votes recorded.

How many votes supported Paysign (PAYS)’s auditor ratification of Baker Tilly US, LLP?

The auditor ratification received 38,429,068 votes for, 279 against, and 96,029 abstentions, with 641,671 broker non-votes. This result confirms shareholder approval of Baker Tilly US, LLP as Paysign’s independent registered public accounting firm for the 2026 fiscal year.

When was Paysign (PAYS)’s 2026 Annual Meeting of stockholders held?

The 2026 Annual Meeting of Paysign stockholders was held on May 8, 2026. At this meeting, investors voted on the election of seven directors and the ratification of Baker Tilly US, LLP as the independent registered public accounting firm for the 2026 fiscal year.

What were the vote results for Paysign (PAYS) CEO Mark R. Newcomer’s director election?

Mark R. Newcomer received 37,288,582 votes for and 595,123 votes withheld, with 641,671 broker non-votes. These results show he was elected to the Board of Directors to serve until the 2027 annual meeting of Paysign stockholders.

How many broker non-votes were recorded in Paysign (PAYS)’s 2026 shareholder proposals?

For both the director elections and the auditor ratification, Paysign recorded 641,671 broker non-votes. Broker non-votes occur when intermediaries do not receive voting instructions from beneficial owners on certain proposals and therefore do not vote those shares.

Filing Exhibits & Attachments

3 documents