Usio (NASDAQ: USIO) tightens bylaws and details 2026 shareholder voting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Usio, Inc. reported governance changes and voting results from its annual stockholder meeting. The board amended and restated the company’s bylaws to add detailed advance notice procedures for stockholder proposals and director nominations, generally requiring notice 90 to 120 days before the anniversary of the prior annual meeting. The revised bylaws also incorporate SEC “universal proxy” rules, permit stockholder meetings by remote communication, and allow director written consents to be delivered electronically.
At the meeting, 27,621,564 shares were entitled to vote and 19,455,022 shares were present or represented by proxy, including 6,570,848 broker non-votes. Stockholders elected Class III directors Ernesto R. Beyer and Bradley Rollins, approved on an advisory basis the 2025 executive compensation program, and ratified the appointment of Withum Smith+Brown, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026.
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8-K Event Classification
4 items: 5.03, 5.07, 7.01, 9.01
4 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares entitled to vote: 27,621,564 shares
Shares present or by proxy: 19,455,022 shares
Broker non-votes: 6,570,848 shares
+5 more
8 metrics
Shares entitled to vote
27,621,564 shares
Common stock entitled to vote at 2026 annual meeting
Shares present or by proxy
19,455,022 shares
Shares represented at 2026 annual meeting
Broker non-votes
6,570,848 shares
Broker non-votes at 2026 annual meeting
Advance notice window
90–120 days
Period before prior meeting’s anniversary for stockholder notices
Votes for Beyer
11,142,286 votes
Election of Class III director Ernesto R. Beyer
Votes for Rollins
11,407,747 votes
Election of Class III director Bradley Rollins
Say-on-pay support
10,166,645 votes for
Advisory vote on 2025 executive compensation
Auditor ratification votes for
18,464,009 votes
Ratification of Withum Smith+Brown, P.C. for 2026
Key Terms
advance notice procedures, universal proxy, broker non-votes, proxy access, +1 more
5 terms
advance notice procedures regulatory
"establish advance notice procedures with respect to stockholder proposals and the nomination of candidates"
universal proxy regulatory
"implement certain “universal proxy” rules adopted by the Securities and Exchange Commission"
broker non-votes financial
"19,455,022 shares of common stock were present or represented by valid proxy at the annual meeting, of which 6,570,848 were 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.
proxy access regulatory
"other than the requirements described above, to the nomination of a candidate for election to the Board pursuant to the proxy access provisions"
Proxy access allows shareholders to include their nominated directors on a company’s official proxy ballot and meeting materials, instead of running separate, costly campaigns. It matters to investors because it makes it easier for shareholders to push for board change, hold management accountable, and influence strategy—similar to getting your preferred candidate listed on a neighborhood ballot rather than having to start an independent petition drive.
Regulation FD regulatory
"disclosed solely to satisfy the requirements of Regulation FD"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
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): June 10, 2026
(Exact name of registrant as specified in its charter)
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of incorporation)
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(210 ) 249-4100
(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Trading symbol(s)
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On June 10, 2026, the Board of Directors of Usio, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (“Bylaws”). The Bylaws, as amended and restated, among other things, establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our Board of Directors or a committee of our Board of Directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not later than 90 days nor earlier than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. The Bylaws also specify requirements as to the form and content of a stockholder’s notice and allow the chair of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may defer, delay or discourage a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to influence or obtain control of the Company. The amendments effected by the Bylaws also implement certain “universal proxy” rules adopted by the Securities and Exchange Commission (the “SEC”), to update certain procedural requirements relating to director nominations by stockholders set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Under the Bylaws, the requirements listed above do not apply to any proposal made in accordance with Rule 14a-8 under the Exchange Act to be included in the Company’s proxy statement and, other than the requirements described above, to the nomination of a candidate for election to the Board pursuant to the proxy access provisions of the Bylaws. The Bylaws also effected certain other administrative, modernizing, clarifying, and conforming changes, including permitting meetings of stockholders to be held by means of remote communication and director consents to action without meeting to be in electronic form delivered by electronic means.
The foregoing summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On June 10, 2026, we held our Annual Meeting of Stockholders. Proxies were solicited pursuant to our definitive proxy statement filed on April 29, 2026, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934.
The number of shares of our common stock entitled to vote at the annual meeting was 27,621,564. The holders of 19,455,022 shares of common stock were present or represented by valid proxy at the annual meeting, of which 6,570,848 were broker non-votes. Each share of common stock was entitled to one vote with respect to matters submitted to our stockholders at the annual meeting. At the annual meeting, our stockholders voted on the matters set forth below.
Proposal 1A –Election of two Class IIIDirectors: Ernesto R. Beyer and Bradley Rollins to serve until the 2029 Annual Meeting of Stockholders or until their successor is duly elected and qualified.
Ernesto R. Beyer and Bradley Rollins were duly elected as Class III directors. The result of the election was as follows:
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NOMINEE
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FOR
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AGAINST
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WITHHELD
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BROKER NON-VOTES
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| Ernesto R. Beyer | 11,142,286 | 0 | 1,741,888 | 6,570,848 |
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Bradley Rollins
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11,407,747
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0
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1,476,427
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6,570,848 |
Proposal 2 – Advisory Vote on Executive Compensation
Our stockholders voted upon and approved, by non-binding advisory vote, the compensation of our named executive officers for the year ended December 31, 2025, as described in our proxy statement. The votes on this proposal were as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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10,166,645
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2,672,494
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45,035
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6,570,848 |
Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm
Our stockholders voted upon and approved the ratification of the appointment of Withum Smith+Brown, P.C., to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes on this proposal were as follows:
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FOR
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AGAINST
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ABSTAIN
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18,464,009
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979,087
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11,926
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Item 7.01
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Regulation FD Disclosure
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The presentation delivered at our 2026 annual meeting of stockholders is attached as Exhibit 99.1.
The information in Exhibit 99.1 is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of the Section. The information in this Report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
This report (including Exhibit 99.1) contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other statements related to our future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents that we file from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.
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Item 9.01
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Financial Statements and Exhibits.
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| 3.1 | Amended and Restated By-Laws (filed herewith) |
| 99.1 | Usio, Inc. Presentation for 2026 Annual Meeting of Shareholders on June 10, 2026 |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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: June 10, 2026 |
USIO, INC.
By: /s/ Louis A. Hoch
Name: Louis A. Hoch
Title: Chief Executive Officer and Chairman of the Board
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Exhibit 99.1
FAQ
What governance changes did USIO make in its updated bylaws?
Usio, Inc. amended and restated its bylaws to add advance notice procedures for stockholder proposals and director nominations, implement SEC universal proxy rules, and permit remote stockholder meetings and electronic director consents, modernizing how corporate governance actions can be initiated and conducted.
How do USIO’s new advance notice rules for proposals work?
Stockholders must generally deliver notice of proposals or director nominations 90 to 120 days before the anniversary of the prior annual meeting. Notices must include specified information and meet form and content requirements, or the meeting chair may restrict consideration of the proposed business.
Were USIO’s director nominees elected at the 2026 annual meeting?
Yes. Class III director nominees Ernesto R. Beyer and Bradley Rollins were elected. Beyer received 11,142,286 votes for and 1,741,888 withheld; Rollins received 11,407,747 votes for and 1,476,427 withheld, with 6,570,848 broker non-votes recorded for each nominee.
Did USIO stockholders approve executive compensation for 2025?
Stockholders approved the 2025 executive compensation program in a non-binding advisory vote. There were 10,166,645 votes for, 2,672,494 against, and 45,035 abstentions, with 6,570,848 broker non-votes, indicating general support for the company’s named executive officer pay.
Which audit firm did USIO stockholders ratify for fiscal 2026?
Stockholders ratified the appointment of Withum Smith+Brown, P.C. as independent registered public accounting firm for the year ending December 31, 2026. The ratification received 18,464,009 votes for, 979,087 against, and 11,926 abstentions, confirming broad support for the auditor choice.