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Shareholders back TransAct (NASDAQ: TACT) board, pay and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TransAct Technologies Incorporated reported the voting results of its 2026 Annual Meeting of Stockholders. Stockholders elected six directors, each to serve until the 2027 annual meeting and until a successor is elected and qualified.

Stockholders also ratified CBIZ CPAs P.C. as the independent registered public accounting firm for 2026 and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. The company expects to continue holding this advisory "say-on-pay" vote annually, with the next vote planned for the 2027 annual meeting.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for John M. Dillon 5,507,635 votes Election as director to serve until 2027 Annual Meeting
Votes for Audrey P. Dunning 4,828,566 votes Election as director to serve until 2027 Annual Meeting
Votes for Daniel M. Friedberg 4,777,183 votes Election as director to serve until 2027 Annual Meeting
Votes for Emanuel P. N. Hilario 5,279,974 votes Election as director to serve until 2027 Annual Meeting
Auditor ratification for votes 7,576,907 votes Ratification of CBIZ CPAs P.C. as 2026 independent auditor
Say-on-pay for votes 4,746,662 votes Advisory approval of named executive officer compensation
Say-on-pay against votes 812,986 votes Advisory vote on executive compensation
broker non-votes financial
"For | | Withhold | | Broker Non-Votes 5,507,635 | | 143,725 | | 1,966,099"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"To ratify the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote on executive compensation financial
"Proposal 3: Advisory Vote on Executive Compensation To approve, on a non-binding, advisory basis, the Company’s compensation of its named executive officers"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
Emerging Growth Company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Learn about SEC filing dates
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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 26, 2026

 

TransAct Technologies Incorporated

(Exact name of registrant as specified in its charter)

 

 

Delaware 0-21121 06-1456680
(State or other jurisdiction of 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 26, 2026, TransAct Technologies Incorporated (the “Company”) held its 2026 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 2027 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For   Withhold   Broker Non-Votes
5,507,635   143,725   1,966,099

 

To elect Audrey P. Dunning as director of the Company to serve until the 2027 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For   Withhold   Broker Non-Votes
4,828,566   822,794   1,966,099

 

To elect Daniel M. Friedberg as director of the Company to serve until the 2027 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For   Withhold   Broker Non-Votes
4,777,183   874,177   1,966,099

 

To elect Randall S. Friedman as director of the Company to serve until the 2027 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For   Withhold   Broker Non-Votes
5,279,928   371,432   1,966,099

 

To elect Emanuel P. N. Hilario as director of the Company to serve until the 2027 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For   Withhold   Broker Non-Votes
5,279,974   371,386   1,966,099

 

To elect Haydee Ortiz Olinger as director of the Company to serve until the 2027 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

 

For   Withhold   Broker Non-Votes
5,277,602   373,758   1,966,099

 

  
 

 

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 2026:

 

For   Against   Abstain
7,576,907   25,299   15,253

 

 

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
4,746,662   812,986   91,712   1,966,099

 

Consistent with the preference of stockholders expressed through the most recent “say-on-frequency” vote, the Company holds an advisory vote on the compensation of its named executive officers on an annual basis and anticipates that it will hold its next such advisory vote at the 2027 Annual Meeting of Stockholders.

 

  
 

 

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/ John M. Dillon  
    John M. Dillon  
    Chief Executive Officer  

 

Date: May 27, 2026

 

 

 

 

 

 

FAQ

What did TransAct Technologies (TACT) announce in this 8-K?

TransAct Technologies reported the final voting results of its 2026 Annual Meeting of Stockholders. Shareholders elected all proposed directors, ratified CBIZ CPAs P.C. as the 2026 independent registered public accounting firm, and approved the non-binding advisory vote on named executive officer compensation.

Were all TransAct Technologies (TACT) director nominees elected in 2026?

Yes. All six director nominees, including John M. Dillon and Audrey P. Dunning, were elected to serve until the 2027 Annual Meeting. Each nominee received more votes “For” than “Withhold,” with additional broker non-votes reported that do not count against the director elections.

Did TransAct Technologies (TACT) shareholders ratify the 2026 auditor?

Yes. Stockholders ratified CBIZ CPAs P.C. as TransAct Technologies’ independent registered public accounting firm for 2026, with 7,576,907 votes “For,” 25,299 votes “Against,” and 15,253 “Abstain,” indicating clear shareholder support for the company’s chosen auditing firm for the current year.

How did TransAct Technologies (TACT) shareholders vote on executive compensation?

Shareholders approved the company’s named executive officer compensation on a non-binding advisory basis. The vote totaled 4,746,662 “For,” 812,986 “Against,” 91,712 “Abstain,” and 1,966,099 broker non-votes, indicating majority support for the executive pay program presented at the 2026 meeting.

How often will TransAct Technologies (TACT) hold say-on-pay votes?

TransAct Technologies plans to hold an advisory vote on named executive officer compensation annually. This approach follows the preference expressed in the company’s most recent say-on-frequency vote, with the next non-binding say-on-pay vote anticipated at the 2027 Annual Meeting of Stockholders.

Filing Exhibits & Attachments

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