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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): May 29, 2025

 

 

 

TransAct Technologies Incorporated

(Exact name of registrant as specified in its charter)

 

 

Delaware 0-21121 06-1456680
(State or other jurisdictionof incorporation) (Commission File Number) (IRS Employer Identification No.)

 

One Hamden Center  
2319 Whitney Ave, Suite 3B, Hamden, CT 06518
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (203) 859-6800

 

(Former name or former address, if changed since last report): Not applicable

 

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))

 

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, par value $.01 per share TACT NASDAQ Global Market

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

On May 29, 2025, TransAct Technologies Incorporated (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:

 

Proposal 1: Election of Directors

 

To elect John M. Dillon as director of the Company to serve until the 2026 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For    Withhold    Broker Non-Votes
3,852,876   677,137   2,650,766


To elect Audrey P. Dunning as director of the Company to serve until the 2026 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For    Withhold    Broker Non-Votes
3,505,605   1,024,408   2,650,766

 

To elect Daniel M. Friedberg as director of the Company to serve until the 2026 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For    Withhold    Broker Non-Votes
3,510,970   1,019,043   2,650,766

 

To elect Randall S. Friedman as director of the Company to serve until the 2026 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For    Withhold    Broker Non-Votes
3,504,170   1,025,843   2,650,766

 

To elect Emanuel P. N. Hilario as director of the Company to serve until the 2026 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For    Withhold    Broker Non-Votes
3,504,287   1,025,726   2,650,766

 

To elect Haydee Ortiz Olinger as director of the Company to serve until the 2026 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For    Withhold    Broker Non-Votes
3,502,454   1,027,559   2,650,766

 

  
 

 

Proposal 2: Ratification of Independent Registered Public Accounting Firm

 

To ratify the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for 2025:

 

For    Against    Abstain
7,086,228   65,746   28,805

 

Proposal 3: Advisory Vote on Executive Compensation

 

To approve, on a non-binding, advisory basis, the Company’s compensation of its named executive officers:

 

For    Against    Abstain    Broker Non-Votes
4,118,139   400,597   11,277   2,650,766

 

Proposal 4: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

 

To vote, on a non-binding, advisory basis, on the frequency of future non-binding, advisory votes on the Company’s compensation of its named executive officers:

 

1 Year   2 Years   3 Years   Abstain
4,156,264   14,412   344,657   14,680

 

  
 

 

SIGNATURE

 

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.

 

 

 

  TRANSACT TECHNOLOGIES INCORPORATED
     
  By: /s/ William J. DeFrances
    William J. DeFrances
    Vice President & Chief Accounting Officer

 

Date: June 2, 2025