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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 20, 2023

  

BM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

  

Delaware   001-38633   82-3410369
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

201 King of Prussia Road, Suite 650

Wayne, PA 19087

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (877) 327-9515

 

  (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:

 

☐   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))

 

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. ☐

 

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   BMTX   NYSE American LLC
Warrants to purchase Common Stock   BMTX.W   NYSE American LLC

 

 

 

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

 

On June 20, 2023, BM Technologies, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) to consider the proposals as described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2023 (the “Proxy Statement”). A summary of the matters voted upon by the stockholders is set forth below.

 

Proposal 1

 

The following individuals, constituting all the nominees named in the Proxy Statement, were elected as Class III directors to serve until the 2026 annual meeting of stockholders and until their successors have been duly elected and qualified. The votes cast at the Annual Meeting were as follows:

 

Class III Director Nominees   For   Withheld   Broker Non-Votes
Luvleen Sidhu   5,928,073   722,342   2,552,982
Brent Hurley   6,046,265   604,150   2,552,982

 

Proposal 2

 

The amendment to the Company’s 2020 Equity Incentive Plan, as further described in the Proxy Statement, was approved by the stockholders. The votes cast at the Annual Meeting were as follows:

 

For   Against   Withheld   Broker Non-Votes
5,656,122   978,764   15,529   2,552,982

 

Proposal 3

 

The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved by the stockholders. The votes cast at the Annual Meeting were as follows:

 

For   Against   Withheld
9,177,225 23,826   2,346

 

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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.

 

  BM Technologies, Inc.
   
Dated: June 20, 2023  By: /s/ Jim Dullinger
    Jim Dullinger
    Chief Financial Officer

 

 

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