Shift4 Payments, Inc. (FOUR)
NYSE: FOUR · Real-Time Price · USD
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AGM 2026

Jun 12, 2026

Summary

The meeting covered board elections, auditor ratification, executive compensation, a charter amendment, and a new employee stock purchase plan, all of which were approved by shareholders. No questions were submitted during the Q&A session.

Operator

Good morning, welcome to the 2026 Annual Meeting of Stockholders for Shift4 Payments, Inc. I will now turn the line over to Taylor Lauber. Mr. Lauber?

Taylor Lauber
Chairman and CEO, Shift4 Payments

Thank you. Good afternoon, and happy SpaceX Day to those that celebrate. I am Taylor Lauber, the Chief Executive Officer and Chairman of the Board of Directors of Shift4 Payments, Inc., and the chairman of today's meeting. I'm very happy to welcome you to our 2026 Annual Meeting of Stockholders. Before I call the meeting to order, I'd like to introduce you to the other members of the board and officers of the company who are on with us today. The other members of the board in attendance are Nancy Disman, Karen Roter Davis, Sam Bakhshandehpour, Seth Dallaire, Sarah Grover, and Jonathan Halkyard. In addition, participating today are Christopher Cruz, our Chief Financial Officer, and Jordan Frankel, our Chief Legal Officer.

I would also like to introduce Stephanie Morela of PricewaterhouseCoopers, the company's independent registered accountant, who will be available to respond to appropriate questions during the Q&A portion of the meeting. The meeting will now officially come to order, and we will proceed with the formal business as set forth in the notice of annual meeting and proxy statement. The polls opened today, June 12th, 2026, at 11:45 A.M. Eastern Time for voting. If you have not already voted and wish to, the polls will remain open until we finish presenting the proposals. You do not need to vote during the meeting if you've already voted and do not wish to change your vote. On the virtual meeting webpage, you'll find the agenda and rules of conduct. Please review these carefully.

Note that only stockholders who are logged in using their 16-digit control number will be available to vote and submit questions today. Our corporate secretary will file the proof of mailing of notice with the records of the meeting. All stockholders of record at the close of business on April 13th, 2026, or holders of a valid proxy are entitled to vote today. A complete list of the holders of record of the outstanding shares of the company's Class A common stock on the record date is available on your screen after entering your 16-digit control number. There are no shares of Class B and Class C common stock outstanding at this time. I'd like to introduce Tony Carideo, a representative of Broadridge Financial Solutions. The board of directors has appointed him to act as Inspector of Election at today's meeting.

Mr. Carideo has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of today's meeting. I've been informed that a quorum is present. I hereby declare the meeting to be duly constituted for the transaction of business. There are five proposals to be considered by stockholders today. The board of directors recommends that stockholders vote for on each of the following proposals. The first item of business is the election of Sam Bakhshandehpour, Jonathan Halkyard, and Nancy Disman to serve as Class III directors of the company for a term of office expiring at the annual meeting of stockholders to be held in 2029. The second item of business is the ratification of the audit committee's appointment of PricewaterhouseCoopers as the independent registered public accounting firm for the company for the year ending December 31st, 2026.

The third item of business is the approval on an advisory, non-binding basis of the compensation of our named executive officers. The fourth item of business is the approval of the company's second amended and restated certificate of incorporation, eliminating the authorization of and references to the company's Class B common stock and Class C common stock and making related technical, non-substantive, and conforming changes to provide for the exculpation of officers from breaches of fiduciary duty to the extent permitted by the general corporation laws of the state of Delaware. The fifth item of business is the approval of the company's 2026 employee stock purchase plan. That concludes the five proposals up for today's meeting. To recap, item one was the election of three Class III directors. Item two was the ratification of the independent auditor. Item three was the advisory vote on executive compensation.

Item four was the approval of the charter amendment to simplify our capital structure and provide officer exculpation. Item five was the approval of the 2026 employee stock purchase plan, which is something we're all very excited about. If you wish to vote and you haven't already, please do so now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you've already sent in your signed proxy or you voted by telephone or the Internet. We'll pause for approximately 30 seconds before closing the polls. The time is now 12:07 P.M. Eastern on June 12th, 2026. The polls are now closed for voting. Thank you very much. I've received a preliminary report of the Inspector of Election to be kept with the company's records.

Based on this preliminary report, Sam Bakhshandehpour, Jonathan Halkyard, and Nancy Disman have been elected as Class III directors. The appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the year ending December 31st, 2026, has been ratified. The stockholders have approved, on an advisory, non-binding basis, the compensation of the company's named executive officers. The stockholders have approved the company's second amended and restated certificate of incorporation. The stockholders have approved the company's 2026 employee stock purchase plan. The final tally of these votes will be published within four business days in a current report on Form 8-K, which we'll file with the Securities and Exchange Commission. The meeting is now adjourned. With the meeting adjourned, the management team and I are now available and happy to answer any questions.

Please note that we will only be answering questions that are within the perimeter of the rules of conduct, and only stockholders who've logged in using their control number are able to submit a question. Although you can always email us at any time should you have any further questions. Mr. Frankel, are there any questions that have been submitted?

Jordan Frankel
Chief Legal Officer, Shift4 Payments

No, there are no questions. Please proceed with your closing remarks.

Taylor Lauber
Chairman and CEO, Shift4 Payments

With that, ladies and gentlemen, this concludes our annual meeting. I'd like to thank you all for joining us and your interest in the affairs of Shift4 Payments. Thank you.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.