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- Say-on-pay Opposition At 47% (new) — Nearly half of voting shareholders opposed or abstained on executive compensation, indicating material dissatisfaction with pay practices.
Repay annual meeting: say-on-pay passes with 53% support, equity plan adds 2.5M shares
Filed June 12, 2026 · Period ending June 10, 2026 · ~1 min read
Key Changes
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high
Executive compensation approved with just 53% support (47% opposition including abstentions), signaling significant shareholder concern about pay practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Equity incentive plan amended to add 2.5M shares and extend term to 2036, bringing total authorized to 24.7M shares; passed with 59% support.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
low
All six directors elected with 63-64% support; auditor ratified with 99% approval.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Repay's June 10 annual meeting produced a contested say-on-pay outcome that warrants board attention. Executive compensation received advisory approval with only 53% support (36.8M for, 32.8M against, 9.7M abstained, 5.9M broker non-votes), meaning 47% of votes cast were opposition or abstentions.
This level of dissent is elevated for a routine advisory vote and signals significant shareholder concern about the company's pay practices. The board's compensation committee will likely need to engage with major holders to understand the drivers of opposition.
Shareholders also approved an amendment to the equity incentive plan that adds 2.5 million shares to the reserve and extends the plan term to 2036, bringing total authorized shares to 24.7 million. This passed with 59% support (46.8M for, 23.6M against, 8.9M abstained), providing the company with expanded capacity for equity compensation over the next decade. The 30% opposition (against votes) suggests some shareholders view the dilution as excessive. Director elections and auditor ratification were routine, with support ranging from 63-64% and 99% respectively.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting results: directors elected, say-on-pay approved with 53% support, equity plan amended, auditor ratified.
Added in current filing · view on EDGAR → · paraphrased
Shares Voted For 36,772,506 | Shares Voted Against 32,764,335 | Abstained 9,714,109 | Broker Non-Votes 5,888,994
Executive compensation received advisory approval with 46.4% support of votes cast (For divided by For plus Against plus Abstained), or 52.9% excluding abstentions. The 47.1% opposition (Against plus Abstained as a share of votes cast) is elevated and indicates significant shareholder concern about executive pay practices. Broker non-votes were 5,888,994 shares.
Added in current filing · view on EDGAR → · paraphrased
Shares Voted For 46,757,481 | Shares Voted Against 23,566,539 | Abstained 8,926,930 | Broker Non-Votes 5,888,994
Shareholders approved the Third Amended and Restated Omnibus Incentive Plan with 59.0% support of votes cast (For divided by For plus Against plus Abstained), or 66.5% excluding abstentions. The plan amendment passed despite 29.7% opposition (Against votes as a share of votes cast). Broker non-votes were 5,888,994 shares.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Paul R. Garcia
50,647,150 | 28,603,800 | 5,888,994 | Maryann Goebel | 50,731,863 | 28,519,087 | 5,888,994
Peter J. Kight
50,193,176 | 29,057,774 | 5,888,994 | John Morris | 50,732,737 | 28,518,213 | 5,888,994 | Emnet Rios | 50,747,059 | 28,503,891 | 5,888,994
Richard E. Thornburgh
50,195,764 | 29,055,186 | 5,888,994
All six director nominees were elected to serve until the 2027 annual meeting. Support ranged from 63.3% to 64.0% of votes cast (For votes divided by For plus Withheld). Broker non-votes totaled 5,888,994 shares on each director election.
Added in current filing · view on EDGAR → · paraphrased
Shares Voted For 84,658,413 | Shares Voted Against 445,177 | Abstained 36,354
Grant Thornton, LLP was ratified as the independent registered public accounting firm for fiscal year 2026 with 99.4% support of votes cast. This routine proposal received overwhelming approval with minimal opposition.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 21, 2026 · How we verify