Repay Holdings (NASDAQ: RPAY) investors back new incentive plan and board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Repay Holdings Corporation reported results from its annual stockholder meeting. Stockholders approved the Third Amended and Restated Omnibus Incentive Plan, which increases the shares available for awards by 2,500,000, bringing total authorized shares under the plan to 24,726,728 and extending its term to April 29, 2036.
All six director nominees were elected to terms expiring at the 2027 annual meeting. Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers. They further approved the amended and restated incentive plan and ratified the Audit Committee’s appointment of Grant Thornton LLP as independent registered public accounting firm for the 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
New shares added to plan: 2,500,000 shares
Total shares under plan: 24,726,728 shares
Plan term end date: April 29, 2036
+3 more
6 metrics
New shares added to plan
2,500,000 shares
Increase in awards capacity under Third Amended and Restated Plan
Total shares under plan
24,726,728 shares
Authorized for issuance under Third Amended and Restated Plan
Plan term end date
April 29, 2036
Expiration of Third Amended and Restated Omnibus Incentive Plan
Say-on-pay votes for
36,772,506 shares
Advisory approval of executive compensation
Incentive plan votes for
46,757,481 shares
Approval of amended and restated omnibus incentive plan
Auditor ratification votes for
84,658,413 shares
Ratification of Grant Thornton LLP as 2026 auditor
Key Terms
Third Amended and Restated Omnibus Incentive Plan, non-binding advisory basis, broker non-votes, independent registered public accounting firm, +1 more
5 terms
Third Amended and Restated Omnibus Incentive Plan financial
"the Repay Holdings Corporation Third Amended and Restated Omnibus Incentive Plan"
non-binding advisory basis financial
"stockholders approved, on a non-binding advisory basis, the compensation"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-votes financial
"Shares Voted For | Shares 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.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the fiscal year"
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.
omnibus incentive plan financial
"Approval of an Amendment and Restatement of the Omnibus Incentive Plan"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
FAQ
What incentive plan changes did RPAY stockholders approve at the 2026 annual meeting?
Stockholders approved the Third Amended and Restated Omnibus Incentive Plan, adding 2,500,000 shares for awards and authorizing 24,726,728 shares in total. The plan’s term now extends to April 29, 2036, supporting long-term equity-based compensation programs.
Were Repay Holdings (RPAY) director nominees elected at the 2026 annual meeting?
All six director nominees, including Paul R. Garcia and John Morris, were elected for terms expiring at the 2027 annual meeting. Each received tens of millions of shares voted in favor, with additional shares withheld and broker non-votes reported separately.
How did RPAY stockholders vote on executive compensation in 2026?
Stockholders approved executive compensation on a non-binding advisory basis, with 36,772,506 shares voted for, 32,764,335 against, and 9,714,109 abstentions. There were also 5,888,994 broker non-votes, reflecting shares not entitled to vote on this advisory proposal.
Did RPAY stockholders ratify the appointment of the independent auditor for 2026?
Stockholders ratified the Audit Committee’s appointment of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 84,658,413 shares for, 445,177 against, and 36,354 abstentions, indicating strong support.
What were the vote results for RPAY’s amended omnibus incentive plan proposal?
The amended and restated omnibus incentive plan received 46,757,481 shares voted for, 23,566,539 against, and 8,926,930 abstentions, with 5,888,994 broker non-votes. This approval allows additional equity awards and extends the incentive plan term to April 29, 2036.