DEF: Priority Technology Holdings Sets Date for 2025 Annual Stockholders Meeting

Priority Technology Holdings will hold its 2025 Annual Meeting of Stockholders virtually on June 13, 2025, to vote on director elections, an employee stock purchase plan amendment, executive compensation, and auditor ratification.

Summary

• Priority Technology Holdings, Inc. will hold its 2025 Annual Meeting of Stockholders on June 13, 2025, at 9:00 a.m. EDT.
• The meeting will be held virtually at www.virtualshareholdermeeting.com/PRTH2025.
• Stockholders will vote on the election of six directors, approval of Amendment 2 to the 2021 Employee Stock Purchase Plan, a non-binding vote on executive compensation, and ratification of Ernst & Young LLP as the company's independent auditor for the year ending December 31, 2025.
• The Board of Directors recommends voting FOR all director nominees and FOR the approval of the amendment to the stock purchase plan, executive compensation, and auditor ratification.
• The record date for determining stockholders eligible to vote is April 16, 2025.
• The proxy statement and related materials were first provided to stockholders on or about April 30, 2025.
• As of the Record Date, there were 84,282,144 shares of common stock issued and 79,753,476 outstanding.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a positive outlook on employee engagement and alignment of interests. The Board's recommendations to vote FOR all proposals suggest confidence in the company's direction.

Positives

• The Board recommends voting FOR all proposals, indicating confidence in the company's direction.
• The company is providing a virtual meeting option, increasing accessibility for stockholders.
• The proposed amendment to the Employee Stock Purchase Plan aims to align employee and shareholder interests.

Future Outlook

The company anticipates that the increased share pool for the Employee Stock Purchase Plan will meet demand for approximately four years.

Management Comments

• The board has determined that Mr. Priore is able to devote his time to both the daily execution of the Company's business strategies and to the long-term strategic direction of the Company and having him serve in both roles is in the best interests of our stockholders.

Industry Context

Priority Technology Holdings operates in the payments and banking fintech sector, competing with other payment processors and BaaS providers. The company highlights its position as the 6th largest non-bank merchant acquirer in the U.S. by volume.

Comparison to Industry Standards

• The document mentions Priority as the 6th largest non-bank merchant acquirer in the U.S. by volume, according to the Nilson Report.
• This positions Priority relative to other major players in the payment processing industry, such as First Data (now Fiserv), Global Payments, Square (Block), and PayPal.
• Comparable companies in the BaaS space include Green Dot, Marqeta, and Galileo, which provide similar services to businesses.

Stakeholder Impact

• Approval of the Employee Stock Purchase Plan amendment will allow employees to purchase company stock, aligning their interests with shareholders.
• The advisory vote on executive compensation allows shareholders to express their views on executive pay practices.
• Ratification of the independent auditor ensures the integrity of the company's financial reporting.

Next Steps

• Stockholders are urged to vote promptly via the Internet, telephone, or mail.
• Stockholders can attend and vote virtually at the Annual Meeting on June 13, 2025.
• The company will announce preliminary voting results at the Annual Meeting and publish final results in a Form 8-K within four business days after the meeting.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Director Election, Executive Compensation, Employee Stock Purchase Plan, Auditor Ratification, Corporate Governance, Priority Technology Holdings