PMTS Cpi Card Group Inc. - 8-K

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

​

​

​

​

​

​