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0000050471
0000050471
2025-11-19
2025-11-19
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): November 19, 2025
REPOSITRAK, INC.
(Exact name of Registrant as specified in its Charter)
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Nevada
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001-34941
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37-1454128
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(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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5282 South Commerce Drive, Suite D292, Murray, Utah 84107
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(Address of principal executive offices)
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(435) 645-2000
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(Registrant’s Telephone Number)
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Not Applicable
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(Former name or address, if changed since last report)
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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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common stock, par value $0.01 per share
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TRAK
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New York Stock Exchange
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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On November 19, 2025, ReposiTrak, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the results of the voting are set forth below:
Proposal No. 1- Election of Directors
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For
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Withheld
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Randall K. Fields
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9,452,676.5 |
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120,944 |
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Robert W. Allen
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9,404,209.5 |
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169,411 |
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Ronald C. Hodge
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9,405,836.5 |
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167,784 |
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Peter J. Larkin
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9,407,460.5 |
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166,160 |
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The Company’s directors are elected by a plurality of the votes cast. Accordingly, each of the nominees named above was elected to serve on the Company’s Board of Directors until the Company’s 2025 annual meeting of stockholders, or until their successors are elected and qualified.
Proposal No. 2 – Advisory Vote to Approve Executive Compensation
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For
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Against
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Abstain
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Votes
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9,385,685.5 |
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60,891 |
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127,044 |
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The vote required to approve the non-binding advisory vote on executive compensation paid to the Company’s named executive officers was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as reported in the Company’s definitive proxy statement filed on October 2, 2025.
Proposal No. 3 – Advisory Vote to Approve the Frequency of Advisory Votes on Executive Compensation
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1 Year
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2 Years
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3 Years
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Abstain
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Votes
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1,638,059 |
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599,133 |
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7,326,473.5 |
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9,955 |
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Based upon the results of the advisory votes of this Proposal No. 3, the Board has determined that a non-binding advisory vote on executive compensation will be presented to stockholders every three years. The next required vote on the frequency of such advisory vote on executive compensation will be at the Company’s 2031 Annual Meeting of Stockholders.
Proposal No. 4 – Ratification of the Appointment of Haynie & Company as the Company’s Independent Auditors for the Fiscal Year Ending June 30, 2026
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For
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Against
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Abstain
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Votes
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10,406,854.5 |
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34,133 |
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96,383 |
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The vote required to approve this proposal was the affirmative vote of a majority of the votes cast at the Annual Meeting. Accordingly, stockholders ratified the appointment of Haynie & Company as the Company’s registered public accounting firm auditors for the fiscal year ending June 30, 2025.
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.
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REPOSITRAK, INC.
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Date: November 20, 2025
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/s/ John Merrill
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John Merrill
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Chief Financial Officer
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