Repay : Departure of Director of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (Form 8-K)

Departure of Director of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2021, Repay Holdings Corporation (the 'Company') held its annual meeting of the stockholders (the 'Annual Meeting'). At the Annual Meeting, the Company's stockholders approved the Repay Holdings Corporation 2021 Employee Stock Purchase Plan (the 'ESPP'). The ESPP had previously been approved by the Board on June 18, 2021, subject to stockholder approval. The purpose of the ESPP is to provide eligible employees with the opportunity to purchase the Company's Class A common stock through accumulated payroll deductions. A total of 1,000,000 shares of the Company's Class A common stock are available for issuance under the ESPP.

More detailed descriptions of the material terms of the ESPP are included in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the 'SEC') on July 9, 2021 (the 'Proxy Statement') under the heading 'Proposal Five: Approval of the Employee Stock Purchase Plan.' The foregoing summary description of the ESPP is qualified in its entirety by reference to the actual terms of such plan, which is incorporated herein by reference as Exhibit 10.1.

Submission of Matters to a Vote of Security Holders.

Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of the Board's solicitation. At the Annual Meeting, the Company's stockholders considered five proposals disclosed in the Company's Proxy Statement. The final voting results were as follows:

Proposal 1: Election of Class II Directors for Terms Expiring at the 2024 Annual Meeting of Stockholders.

	Shares Voted For	Shares Withheld	Broker Non-Votes
Maryann Goebel	67,975,274	14,381,515	3,461,376
Robert H. Hartheimer	65,314,974	17,041,815	3,461,376

As a result, each nominee was elected to serve as a director for a term expiring at the 2024 annual meeting of stockholders.

Proposal 2: Advisory Vote on Executive Compensation.

Shares Voted For	Shares Voted Against	Abstained	Broker Non-Votes
81,339,532	998,634	18,623	3,461,376

As a result, the Company's stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.

Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

One Year	Two Years	Three Years	Abstained	Broker Non-Votes
80,795,356	103,256	1,191,327	266,850	3,461,376

As a result, the Company's stockholders approved, on a non-binding advisory basis, that the frequency of future advisory votes on executive compensation be held on an annual basis. The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company's board of directors in the proxy statement for the Annual Meeting, that the Company will hold future Say on Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say on Pay votes. The next advisory vote regarding the frequency of Say on Pay votes is required to occur no later than the Company's 2027 Annual Meeting of Stockholders.

Proposal 4: Ratification of the Audit Committee's appointment of Grant Thornton, LLP as the Independent Registered Public Accountant.

Shares Voted For	Shares Voted Against	Abstained
85,772,704	42,709	2,752

As a result, the Company's stockholders ratified the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

Proposal 5: Approval of the 2021 Employee Stock Purchase Plan.

Shares Voted For	Shares Voted Against	Abstained	Broker Non-Votes
82,315,974	23,469	17,346	3,461,376

As a result, the Company's stockholders approved the 2021 Employee Stock Purchase Plan.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Repay Holdings Corporation 2021 Employee Stock Purchase Plan (incorporated by reference to Annex A to the Company's proxy statement (File No. 001-38531), filed with the SEC on July 9, 2021)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)