CPI Card Group (PMTS) details 2026 director, auditor and say-on-pay votes

Rhea-AI Filing Summary

CPI Card Group Inc. reported the results of its 2026 annual stockholder meeting held on May 21, 2026. Stockholders elected eight directors to one-year terms, with each nominee receiving around 7.9 to 8.0 million votes in favor and over 1.3 million broker non-votes recorded.

Stockholders ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 9,311,972 votes for, 35,496 against, and 64,188 abstentions. They also approved, on an advisory basis, the compensation of the named executive officers, with 7,593,414 votes for, 212,506 against, 259,252 abstentions, and 1,346,484 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

Auditor ratification for votes: 9,311,972 votes Auditor ratification against votes: 35,496 votes Say-on-pay for votes: 7,593,414 votes +5 more

8 metrics

Auditor ratification for votes 9,311,972 votes For ratification of KPMG LLP as 2026 auditor

Auditor ratification against votes 35,496 votes Against ratification of KPMG LLP

Say-on-pay for votes 7,593,414 votes For advisory approval of named executive officer compensation

Say-on-pay against votes 212,506 votes Against advisory approval of executive compensation

Say-on-pay abstentions 259,252 votes Abstentions on advisory executive compensation vote

Broker non-votes on proposals 1 and 3 1,346,484 votes Broker non-votes for director elections and say-on-pay

Example director support 8,004,747 votes For election of director nominee Thomas Furey

Auditor abstentions 64,188 votes Abstentions on ratification of KPMG LLP

Key Terms

broker non-votes, independent registered public accounting firm, stockholder advisory vote, named executive officers

4 terms

broker non-votes financial

"Broker Non-Votes 1,346,484"

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.

independent registered public accounting firm financial

"appointment of KPMG 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.

stockholder advisory vote financial

"Stockholder Advisory Vote to Approve Named Executive Officer Compensation"

named executive officers financial

"the compensation of the Company’s named executive officers, as described in the Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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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 21, 2026

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CPI CARD GROUP INC.

(Exact name of registrant as specified in its charter)

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​ of incorporation) ​	​ ​	​ Identification No.) ​
Delaware (State or other jurisdiction of incorporation)	001-37584 (Commission File Number)	26-0344657 (I.R.S. Employer Identification No.)
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​	CPI Card Group Inc. 10368 W. Centennial Road Littleton, CO (Address of principal executive offices)	80127 (Zip Code)

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(720) 681-6304

(Registrant’s telephone number, including area code)

N/A

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

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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
Common Stock, $0.001 par value	PMTS	Nasdaq Global Market

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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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

CPI Card Group Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on May 21, 2026. At the Annual Meeting, the Company’s stockholders considered three proposals, which are summarized below and described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) for the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2026. The following are the voting results on each matter submitted to the Company’s stockholders at the Annual Meeting.

Proposal No. 1 – Election of Directors

The Company’s stockholders elected the following individuals to the Board for a one-year term expiring at the Company’s annual meeting of stockholders in 2027:

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Nominee	​ ​ ​	For	​ ​ ​	Against	​ ​ ​	Abstentions	​ ​ ​	Broker Non-Votes
Thomas Furey		8,004,747	​	49,013	​	11,412		1,346,484
John Lowe	​	8,011,962	​	52,964	​	246	​	1,346,484
Ravi Mallela		8,006,472	​	47,288	​	11,412		1,346,484
Lisa Oleson	​	7,965,084	​	87,738	​	12,350	​	1,346,484
Nicholas Peters		7,972,390	​	88,871	​	3,911		1,346,484
H. Sanford Riley		7,993,884	​	67,377	​	3,911		1,346,484
Marc Sheinbaum		7,987,066	​	74,341	​	3,765		1,346,484
Valerie Soranno Keating		7,887,389	​	173,867	​	3,916		1,346,484

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Proposal No. 2 – Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm

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The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the following votes:

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For	​ ​ ​	Against			​ ​ ​	Abstentions		​ ​ ​		Broker Non-Votes
9,311,972	​	35,496			​	64,188		​		0

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Proposal No. 3 – Stockholder Advisory Vote to Approve Named Executive Officer Compensation

The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement, by the following votes:

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For	​ ​ ​	Against	​ ​ ​	Abstentions	​ ​ ​	Broker Non-Votes
7,593,414	​	212,506	​	259,252	​	1,346,484

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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.

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	CPI CARD GROUP INC.
Dated: May 26, 2026	By:	/s/ Darren Dragovich
	Name:	Darren Dragovich
	Title:	Chief Legal and Compliance Officer

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FAQ

What did CPI Card Group Inc. (PMTS) vote on at the 2026 annual meeting?

Stockholders voted on three items: electing eight directors to one-year terms, ratifying KPMG LLP as independent registered public accounting firm for 2026, and approving on an advisory basis the compensation of named executive officers.

Were CPI Card Group Inc. (PMTS) director nominees elected at the 2026 annual meeting?

Yes. All eight director nominees were elected, generally receiving about 7.9 to 8.0 million votes for each, with relatively small numbers of votes against or abstentions, and 1,346,484 broker non-votes reported for each nominee.

Did CPI Card Group Inc. (PMTS) stockholders ratify KPMG LLP for 2026?

Yes. Stockholders ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 9,311,972 votes for, 35,496 against, 64,188 abstentions, and no broker non-votes.

How did CPI Card Group Inc. (PMTS) stockholders vote on executive compensation?

Stockholders approved, on an advisory basis, the compensation of named executive officers, with 7,593,414 votes for, 212,506 against, 259,252 abstentions, and 1,346,484 broker non-votes, as described in the company’s definitive proxy statement for the meeting.

When did CPI Card Group Inc. (PMTS) hold its 2026 annual stockholder meeting?

CPI Card Group Inc. held its 2026 annual meeting of stockholders on May 21, 2026, where investors voted on director elections, auditor ratification, and an advisory say-on-pay proposal for named executive officer compensation.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.5 KB