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, 2024

 

 

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)		(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (877) 327-9515

 

Not Applicable

(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 Instructions A.2. below):

 

☐	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))

 

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

 

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. ☐

 

 

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

 

On June 20, 2024, BM Technologies, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) via webcast on June 20, 2024 to consider the proposals described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 29, 2024 (the “Proxy Statement”). A summary of the matters voted upon by the stockholders is set forth below.

 

Proposal One: The following individuals, constituting all of the nominees named in the Proxy Statement, were elected as directors. John Dolan and Aaron Hodari were elected as Class I directors, to serve for a term to expire at the 2027 Annual Meeting, or until their successors have been duly elected and qualified. Michael Pavone was elected as a Class II director, to serve for a term to expire at the 2025 Annual Meeting, or until his successor has been elected and qualified. The votes cast at the Annual Meeting were as follows:

Name		For		Withheld			Broker Non-Votes
John Dolan		2,397,415		649,640			3,857,431
Aaron Hodari		2,369,416		677,639			3,857,431
Michael Pavone		2,810,643		236,412			3,857,431

 

Proposal Two: The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved by the stockholders. The votes cast at the Annual Meeting were as follows:

 

For		Against		Abstentions
6,559,223		37,587		307,676

 

Item 9.01 Financial Statements and Exhibits

 

(d)

Exhibits

 

The following exhibit is being furnished as part of this report:

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 

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 thereunto duly authorized.

 

	BM TECHNOLOGIES, INC.
Date: June 20, 2024	By:		/s/ Ajay Asija
	Name:		Ajay Asija
	Title:		Chief Financial Officer