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

On December 23, 2021, Roman DBDR Tech Acquisition Corp., a Delaware corporation ("Roman DBDR" or the "Company"), held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, a total of least 23,647,288 shares (81.70%) of Roman DBDR's issued and outstanding common stock held of record as of November 1, 2021, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. Of these 23,647,288 shares of common stock, 17,858,288 were Class A Common Stock, par value $0.0001 per share, of Roman DBDR ("Roman DBDR Class A Common Stock") and 5,789,000 were Class B Common Stock, par value $0.0001 per share, of Roman DBDR ("Roman DBDR Class B Common Stock"). Roman DBDR's stockholders voted on the following proposals at the Special Meeting, which were set forth in the definitive proxy statement for the Special Meeting that was filed with the Securities and Exchange Commission (the "SEC") on November 30, 2021, each of which was approved. The final vote tabulation for each proposal is set forth below.

1. The Business Combination Proposal. To approve the Agreement and Plan of


    Merger, dated as of April 19, 2021 and amended as of May 25, 2021, or the
    "Merger Agreement", by and among Roman DBDR, CompoSecure Holdings, L.L.C.,
    ("CompoSecure"), Roman Parent Merger Sub, LLC, a Delaware limited liability
    company and wholly-owned subsidiary of Roman DBDR (the "Merger Sub") and LLR
    Equity Partners IV, L.P., a Delaware limited partnership ("Member
    Representative"), and the transactions contemplated thereby, (collectively
    referred to as the "Business Combination"):




Votes For    Votes Against   Abstentions
22,588,266     1,044,162       14,860

2. The Nasdaq Stock Issuance Proposal. To approve, assuming the Business


    Combination Proposal is approved and adopted, for purposes of complying with
    the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635 (each, a
    "Nasdaq Listing Rule"), (a) the issuance of up to 49,195,000 (assuming no
    redemption) or 63,919,627 (assuming maximum redemption) of newly issued shares
    of Roman DBDR Class B Common Stock in the Business Combination, (b) the
    issuance and sale of 4,500,000 newly issued shares of Roman DBDR Class A
    Common Stock in a private placement concurrent with the Business Combination
    (the "Common PIPE Investment"), (c) shares of Class A Common Stock at a
    conversion price of $11.50 per share upon conversion of the Exchangeable Notes
    pursuant to the Note Subscription Agreements, (d) up to 7.5 million newly
    issued shares of Common Stock as Earnout Consideration to the CompoSecure
    equity-holders, if earned, and (e) the reservation of up to 9,182,223 shares
    of Class A Common Stock to be authorized for issuance under the 2021 Equity
    Incentive Plan:




Votes For    Votes Against   Abstentions
22,587,966     1,044,472       14,850

3. The Governing Documents Proposal. To approve, assuming the Business


    Combination Proposal is approved and adopted, a proposed second amended and
    restated certificate of incorporation (the "Proposed Charter"), which will
    amend and restate the current Amended and Restated Certificate of Incorporate
    of Roman DBDR, dated November 5, 2020 (the "Current Charter") and a proposed
    second amended and restated bylaws (the "Proposed Bylaws"), which will amend
    and restated the current bylaws (the "Current Bylaws"), which Proposed Charter
    and Proposed Bylaws will be in effect upon the closing of the Business
    Combination (the "Closing"):




Votes For    Votes Against   Abstentions
22,588,255     1,044,162       14,871

4. The Advisory Charter Proposals. To adopt proposals to approve, on a


    non-binding advisory basis, the following material differences between the
    Proposed Charter and the Current Charter, which are being presented in
    accordance with the requirements of the SEC as seven separate sub-proposals:

(a) Advisory Charter Proposal A - To increase the authorized shares of Class A


     Common Stock to 250,000,000 shares:




Votes For    Votes Against   Abstentions
22,587,135     1,045,282       14,871




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(b) Advisory Charter Proposal B - To increase the authorized shares of "blank


     check" preferred stock that the Combined Entity's board of directors could
     issue to raise capital and/or to discourage a takeover attempt to 10,000,000
     shares:




Votes For    Votes Against   Abstentions
22,176,534     1,455,883       14,871

(c) Advisory Charter Proposal C - To provide that amendments to provisions of the


     Proposed Charter will require the approval of at least a majority of the
     Combined Entity's then-outstanding shares of capital stock entitled to vote
     on such amendment:




Votes For    Votes Against   Abstentions
22,588,255     1,044,162       14,871

(d) Advisory Charter Proposal D - To provide holders of any then outstanding


     Preferred Stock the right, voting separately by class or series, to elect one
     or more directors:




Votes For    Votes Against   Abstentions
22,066,754     1,455,663       124,871

(e) Advisory Charter Proposal E - To limit action required or permitted to be


     taken by the stockholders of the Combined Entity only to annual meetings or
     special meetings by eliminating the right for actions to be taken by written
     consent:




Votes For    Votes Against   Abstentions
22,066,634     1,455,783       124,871

(f) Advisory Charter Proposal F - (i) To change the corporate name from "Roman

DBDR Tech Acquisition Corp." to "CompoSecure, Inc.", (ii) to make the
     Combined Entity's corporate existence perpetual as opposed to Roman DBDR's
     corporate existence, which is presently required to be dissolved and
     liquidated 18 months following the closing of its initial public offering and
     to remove from the Proposed Charter the various provisions applicable only to
     specified purpose acquisition corporations contained in the Current Charter,
     (iii) to remove Delaware as the exclusive forum for certain stockholder
     litigation and the United States Federal District Courts as the exclusive
     forum for litigation arising out of the Securities Act, (iv) to opt-out of
     certain provisions of Section 203 of the DGCL, and (v) to eliminate certain
     provisions specific to Roman DBDR's status as a blank check company that will
     no longer be applicable upon consummation of the Business Combination:




Votes For    Votes Against   Abstentions
22,588,265     1,044,162       14,861

(g) Advisory Charter Proposal G - To provide that any amendment by stockholders


     to the Proposed By-laws will require the approval of at least a majority of
     the Combined Entity's then outstanding shares of capital stock entitled to
     vote such amendment:




Votes For    Votes Against   Abstentions
22,588,255     1,044,162       14,871

5. The Director Election Proposal. To elect, assuming the Business Combination


    Proposal is approved and adopted, seven directors to serve staggered terms on
    the Combined Entity's board of directors until the 2022, 2023 and 2024 annual
    meeting of stockholders, respectively, and until their respective successors
    are duly elected and qualified:




Votes For    Votes Against   Abstentions
22,588,255     1,044,162       14,871




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6. The Equity Incentive Plan Proposal. To approve, assuming the Business


    Combination Proposal is approved and adopted, the 2021 Equity Incentive Plan
    (the "Equity Incentive Plan"), which will become effective the day prior to
    the Closing:




Votes For    Votes Against   Abstentions
22,571,738     1,060,180       15,370

7. The Employee Stock Purchase Plan Proposal. To approve, assuming the Business


    Combination Proposal is approved and adopted, the 2021 Employee Stock Purchase
    Plan (the "ESPP"), which will become effective the day prior to the Closing:




Votes For    Votes Against   Abstentions
22,737,138      894,780        15,370

8. The Adjournment Proposal. To approve a proposal to adjourn or postpone the


    Special Meeting to a later date or dates, if necessary, to permit further
    solicitation and vote of proxies if, based upon the tabulated vote at the time
    of the Special Meeting, there are not sufficient votes to approve the Business
    Combination Proposal, the Nasdaq Stock Issuance Proposal, the Governing
    Documents Proposal, the Advisory Charter Proposals, the Director Election
    Proposal, the Incentive Plan Proposal or the ESPP Proposal, or we determine
    that one or more of the closing conditions under the Business Combination is
    not satisfied or waived:




Votes For    Votes Against   Abstentions
22,572,898     1,059,520       14,870


Item 8.01 Other Events

On December 23, 2021, Roman DBDR and CompoSecure issued a press release announcing that Roman DBDR's stockholders approved the Business Combination and the other proposals presented at the Special Meeting. This press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K (this "Current Report") and incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
 Number  Description
  99.1     Press Release, dated December 23, 2021
  104    Cover Page Interactive Data File (embedded within the Inline XBRL document)




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