Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 24, 2023, Priority Technology Holdings, Inc. (the "Company") held its 2023 annual meeting of stockholders (the "Annual Meeting"). A total of 54,580,681 shares, or 71.44% of the Company's outstanding shares of common stock as of the record date for the Annual Meeting, were represented in person through virtual attendance or by proxy at the Annual meeting constituting a quorum.

Proposal 1 - Election of Directors

The Company's stockholders elected each of the persons listed below to served as director until the next annual meeting in 2024 or until his earlier resignation, death, or removal. The votes were cast as follows:



Name of Nominee     For            Against     Abstain     Broker Non-Votes
Thomas Priore       51,388,147     78,094      0           3,114,440
John Priore         50,830,290     635,951     0           3,114,440

Marc Crisafulli 51,409,112 20,223 36,906 3,114,440 Marietta Davis 51,129,142 335,599 1,500 3,114,440 Christina Favilla 50,930,342 534,399 1,500 3,114,440 Stephen Hipp 51,374,999 54,336 36,906 3,114,440 Michael Passilla 51,410,106 54,635 1,500 3,114,440

Proposal 2 - Approval of Advisory Vote on Named Executive Officer Compensation

The Company's stockholders approved the advisory vote on Named Executive Officer Compensation. The votes were cast as follows:



     For         Against     Abstain     Broker Non-Votes
  51,399,187     64,472       2,582         3,114,440

Proposal 3 - Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2023.

For Against Abstain Broker Non-Votes


  54,090,976     279,836     209,869            0

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits - The following exhibit is furnished as part of this Current Report
on Form 8-K.

Exhibit Number         Description
                       The cover page from this Current Report on Form 8-K, formatted in Inline
104                    XBRL

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