SECURITIES AND EXCHANGE COMMISSION
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On September 30, 2021, the board of directors (the “Board”) of Paya Holdings Inc. (the Company”) appointed Sid Singh as a member of the Board. Mr. Singh will serve as a Class I director until the Company’s 2024 Annual Meeting of Stockholders and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Singh has not been appointed to serve in a Board committee. In connection with Mr. Singh’s appointment, the Board increased its size to ten directors.
In connection with his appointment, Mr. Singh received a grant of 23,000 restricted stock units, which vest in five equal installments beginning on September 30, 2022. In addition, he will be entitled to receive quarterly cash payments totaling $100,000 per year, and will be entitled to an annual grant of restricted stock units with a value equal to $50,000 to be granted in 2022 when determined by the Board. The Company will also enter into its standard form of indemnification agreement with Mr. Singh the form of which was filed as Exhibit 10.7 to the Company’s Registration Statement filed with the Securities and Exchange Commission on Form 8-K on October 22, 2020.
The Company is not aware of any related party transactions or relationships between Mr. Singh and the Company that would require disclosure under Item 404(a) of Regulation S-K. Mr. Singh was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person.
Item 7.01 Regulation FD Disclosure
On October 1, 2021, the Company issued a press release announcing the appointment of Mr. Singh to the Board. The press release is furnished with this Report as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press release dated October 1, 2021|
|104||Cover Page Interactive Data File (formatted as Inline XBRL)|
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.
|PAYA HOLDINGS INC.|
|Date: October 1, 2021||By:|
/s/ Glenn Renzulli
|Title:||Chief Financial Officer|
Paya Announces Appointment of Sid Singh to its Board of Directors
Singh brings Extensive Integrated and Software-Led Payments Experience
ATLANTA, GA - October 1, 2021 — Paya (NASDAQ: PAYA), a leading integrated payments and commerce solution provider, today announced the appointment of Sid Singh to its Board of Directors. Mr. Singh currently serves as President, United States Information Solutions at Equifax (NYSE: EFX), a global data, analytics and technology company and is responsible for delivering more than $2 billion in annual enterprise revenue in the technology-enabled data and analytics industry.
Mr. Singh’s prior roles included Group President, Integrated Solutions and Vertical Markets at Global Payments, where he led the multi-year strategy and growth of the integrated and software-led payments business, delivering over $1 billion in annual enterprise revenue. Mr. Singh currently serves on the board of Vantage Score LLC, a joint venture between Equifax, Experian and Transunion. Mr. Singh served on the board of a joint venture between La Caixa and Global Payments in Spain. Mr. Singh also co-founded RKM Educational & Charitable Trust, a non-profit organization which provides scholarships to economically challenged students in India, runs a physiotherapy center for the elderly and provides vocational training for women.
“Sid has an outstanding track record of developing, building and growing technology, data and analytics-led businesses in the financial technology industry, including software-led payments,” said Aaron Cohen, Chairman of the Board for Paya. “We are excited to add his expertise and experience to the Paya Board which will support our growth objectives.”
“Paya holds a very strong position in a fast-growing and fragmented market, where product innovation, operational excellence and customer experience are crucial to long-term success,” said Singh. “I am excited to join Paya’s Board and look forward to bringing my financial technology industry experience to enhance Paya’s strong growth trajectory.”
Note Regarding Forward-Looking Statements
Certain statements made in this press release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “will,” “approximately,” “shall” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks (such as Paya’s inability to achieve its growth objectives), as well as uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Paya (NASDAQ: PAYA) is a leading provider of integrated payment and frictionless commerce solutions that help customers accept and make payments, expedite receipt of money, and increase operating efficiencies. The company processes over $40 billion of annual payment volume across credit/debit card, ACH, and check, making it a top 20 provider of payment processing in the US. Paya serves more than 100,000 customers through over 2,000 key distribution partners focused on targeted, high growth verticals such as healthcare, education, non-profit, government, utilities, and other B2B goods and services. The business has built its foundation on offering robust integrations into front-end CRM and back-end accounting systems to enhance customer experience and workflow. Paya is headquartered in Atlanta, GA, with offices in Reston, VA, Fort Walton Beach, FL, Dayton, OH, Miamisburg, OH, Mt. Vernon, OH, Dallas, TX and Tempe, AZ.
Matt Humphries, CFA
Head of Investor Relations