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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 21, 2026

CPI CARD GROUP INC.

(Exact name of registrant as specified in its charter)


of incorporation)


Identification No.)

Delaware

(State or other jurisdiction
of incorporation)

001-37584

(Commission File Number)

26-0344657

(I.R.S. Employer
Identification No.)

CPI Card Group Inc.
10368 W. Centennial Road

Littleton, CO

(Address of principal executive offices)

80127

(Zip Code)

(720) 681-6304

(Registrant’s telephone number, including area code)

N/A

(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))

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, $0.001 par value

PMTS

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 5.07 Submission of Matters to a Vote of Security Holders.

CPI Card Group Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) on May 21, 2026. At the Annual Meeting, the Company’s stockholders considered three proposals, which are summarized below and described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) for the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2026. The following are the voting results on each matter submitted to the Company’s stockholders at the Annual Meeting.

Proposal No. 1 – Election of Directors

The Company’s stockholders elected the following individuals to the Board for a one-year term expiring at the Company’s annual meeting of stockholders in 2027:

Nominee

  ​ ​ ​

For

  ​ ​ ​

Against

  ​ ​ ​

Abstentions

  ​ ​ ​

Broker Non-Votes

Thomas Furey

8,004,747

49,013

11,412

1,346,484

John Lowe

8,011,962

52,964

246

1,346,484

Ravi Mallela

8,006,472

47,288

11,412

1,346,484

Lisa Oleson

7,965,084

87,738

12,350

1,346,484

Nicholas Peters

7,972,390

88,871

3,911

1,346,484

H. Sanford Riley

7,993,884

67,377

3,911

1,346,484

Marc Sheinbaum

7,987,066

74,341

3,765

1,346,484

Valerie Soranno Keating

7,887,389

173,867

3,916

1,346,484

Proposal No. 2 – Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the following votes:

For

  ​ ​ ​

Against

  ​ ​ ​

Abstentions

  ​ ​ ​

Broker Non-Votes

9,311,972

35,496

64,188

0

Proposal No. 3 – Stockholder Advisory Vote to Approve Named Executive Officer Compensation

The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement, by the following votes:

For

  ​ ​ ​

Against

  ​ ​ ​

Abstentions

  ​ ​ ​

Broker Non-Votes

7,593,414

212,506

259,252

1,346,484

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.

 

CPI CARD GROUP INC.

 

 

 

 

 

 

Dated: May 26, 2026

By:

/s/ Darren Dragovich

 

Name:

Darren Dragovich

 

Title:

Chief Legal and Compliance Officer