PAR Par Technology Corp - 8-K

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2026, PAR Technology Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Second Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “Amended 2015 Equity Incentive Plan”) to, among other things, increase the number of shares of common stock available to be issued thereunder by 2,000,000 shares. The Amended 2015 Equity Incentive Plan had been previously approved, subject to shareholder approval, by the Company’s Board of Directors.

The foregoing description of the Amended 2015 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to (i) the description of the Amended 2015 Equity Incentive Plan set forth under the heading “Proposal 2. Approval of the Amended 2015 Equity Incentive Plan” of the of the Company’s definitive proxy statement as filed with the U.S. Securities and Exchange Commission on April 16, 2026 (the “2026 Proxy Statement”); and (ii) the full text of the Amended 2015 Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on Friday, May 29, 2026. The voting results on the four (4) proposals considered and voted on at the Annual Meeting, all of which were described in the 2026 Proxy Statement, were as follows:

Proposal 1 - Election of Directors .

The seven (7) director nominees for election to the Company’s Board of Directors (the "Board") were elected to serve until the 2027 annual meeting of shareholders. The voting results were as follows:

Director Nominee

Votes For

Votes Withheld

Broker Non-Votes

Linda M. Crawford

28,675,946

309,604

4,320,107

Keith E. Pascal

28,880,300

105,250

4,320,107

Douglas G. Rauch

24,847,545

4,138,005

4,320,107

Cynthia A. Russo

28,311,835

673,715

4,320,107

Narinder Singh

28,674,393

311,157

4,320,107

Savneet Singh

28,825,312

160,238

4,320,107

James C. Stoffel

26,560,752

2,424,798

4,320,107

Proposal 2 - Approval of the Second Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan.

The proposal was approved. The voting results were as follows:

Votes For

Votes Against

Abstained

Broker Non-Votes

25,727,885

3,225,630

32,035

4,320,107

Proposal 3 - Non-binding advisory vote to approve the compensation of the Company’s named executive officers (“Say-on-Pay Vote”).

The proposal was approved. The voting results were as follows:

Votes For

Votes Against

Abstained

Broker Non-Votes

25,424,879

3,525,482

35,189

4,320,107

Proposal 4 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026.

The proposal was approved and the appointment was ratified. The voting results were as follows:

Votes For

Votes Against

Abstained

Broker Non-Votes

33,262,602

26,617

16,438

—

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Exhibit Description

10.1

Second Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan

104

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