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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 28, 2019


(Exact name of registrant as specified in its charter)


Delaware
0-21121
06-1456680
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. 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

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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.07.  Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of TransAct Technologies Incorporated (the “Company”) held on May 28, 2019 (the “2019 Annual Meeting”), the stockholders of the Company voted on the following proposals:

Proposal 1: Election of Directors

To elect Haydee Ortiz Olinger as director of the Company to serve until the 2022 Annual Meeting of Stockholders or until her successor has been duly elected and qualified:

For
Withheld
Broker Non-Votes
      3,679,479
329,292
3,070,667

To elect Emanuel P. N. Hilario as director of the Company to serve until the 2022 Annual Meeting of Stockholders or until his successor has been duly elected and qualified:

For
Withheld
Broker Non-Votes
      3,679,905
328,866
3,070,667

Proposal 2: Ratification of Independent Registered Public Accounting Firm

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019:

For
Against
Abstain
6,743,252
35,701
300,485

Proposal 3: Advisory Vote on Executive Compensation

To approve, on an advisory basis, the Company’s compensation of our named executive officers:

For
Against
Abstain
Broker Non-Votes
2,352,088
1,641,396
15,287
3,070,667

Proposal 4: Advisory Vote on the Frequency of the Advisory on Executive Compensation

To vote, on an advisory basis, on the frequency of future non-binding advisory votes on the compensation of our named executive officers:

One Year
Two Years
Three Years
Abstain
3,605,340
9,940
349,817
43,674

Item 8.01. Other Events.

On May 30, 2019, the Company issued a press release announcing that its stockholders elected Emanuel P.N. Hilario and Haydee Ortiz Olinger to the Company’s Board of Directors at the 2019 Annual Meeting.  A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
  
Description
99.1
  
Press Release dated May 30, 2019 of TransAct Technologies Incorporated

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/ David B. Peters
 
 
David B. Peters
   
Vice President & Chief Accounting Officer

Date: June 3, 2019

Exhibit 99.1


Emanuel Hilario and Haydee Olinger Elected to Transact Technologies’ Board of Directors

Mr. Hilario, a Current Restaurant Industry Chief Executive, Brings Extensive Operational Experience to TransAct’s Board

HAMDEN, CT--May 30, 2019-- TransAct Technologies Incorporated (Nasdaq: TACT), a global leader in software-driven technology and printing solutions for high-growth markets, announced today that at its Annual Meeting of Stockholders on May 28, 2019, the Company’s shareholders elected Emanuel P.N. (“Manny”) Hilario and Haydee Ortiz Olinger to the Company’s Board of Directors. Mr. Hilario is new to the Company’s Board and replaces Graham Tanaka, who retired from the Board effective as of the Annual Meeting of Stockholders, while Ms. Olinger has served on the Board since her appointment on July 27, 2018. TransAct Technologies’ Board of Directors remains at five members, four of whom are considered independent directors under Nasdaq rules.

“As the current President and Chief Executive Officer of The ONE Group Hospitality, a publicly-traded restaurant company that operates the STK steakhouse chain, Manny brings to our Board of Directors significant restaurant industry experience,” said Bart Shuldman, Chairman and Chief Executive Officer of TransAct. “On behalf of the Board, I am delighted to welcome him to TransAct. We look forward to benefiting from his extensive experience in operating restaurants of all sizes and all types, from full service to casual dining to quick serve. Alongside Haydee, Manny greatly enhances our restaurant industry expertise, as we continue to pursue the extensive opportunity that exists in the restaurant and foodservice market with our new BOHA! ecosystem.”

Mr. Hilario has served as a Director at The ONE Group Hospitality since April 2017 and as its President and Chief Executive Officer since October 2017. Prior to joining The ONE Group Hospitality, he served as Chief Financial Officer of Sizzling Platter, a franchisor operating more than 400 restaurants (including brands such as Red Robin, Little Caesars, Dunkin Donuts and Wingstop), from February 2015 to October 2017. He also served as Chief Operating Officer at Einstein Noah Restaurant Group from 2013 to 2014 and served as Einstein Noah’s Chief Financial Officer from 2010 to 2013. Additionally, he served as Chief Financial Officer at McCormick & Schmick’s Seafood Restaurants from 2004 to 2009, and as Chief Financial Officer at Angelo and Maxie’s from 2000 to 2004, during which time he also spent two years managing the concept’s day-to-day operations. He began his restaurant career at McDonald’s, where he held various financial roles.

Mr. Hilario holds a BS from Santa Clara University and serves on the board of the Denver Public School Foundation.

Haydee Olinger, who has been a great asset to the TransAct Board over the past year, has over twenty years of senior management experience at McDonald’s, most recently as Global Chief Compliance and Privacy Officer from 2002 to 2015. Ms. Olinger was also responsible for leading finance, franchise, tax and operations teams within many international markets during her time at McDonald’s. Haydee has also served as a Senior Advisor for BarkerGilmore since September 2017. She holds both a JD and BS in Management and Business Administration from DePaul University and holds a MS in leadership and Business Ethics from Duquesne University.

About TransAct Technologies Incorporated

TransAct Technologies Incorporated is a global leader in developing software-driven technology and printing solutions for high-growth markets including restaurant solutions, POS automation, casino and gaming, lottery, and oil and gas. The Company’s solutions are designed from the ground up based on customer requirements and are sold under the BOHA!™, AccuDate™, EPICENTRAL®, Epic®, Ithaca® and Printrex® brands. TransAct has sold over 3.3 million printers and terminals around the world and is committed to providing world-class service, spare parts and accessories to support its installed product base. Through the TransAct Services Group, the Company also provides customers with a complete range of supplies and consumable items both online at http://www.transact-tech.com and through its direct sales team. TransAct is headquartered in Hamden, CT. For more information, please visit http://www.transact-tech.com or call (203) 859-6800.

BOHA! is a registered trademark of TRANSACT Technologies Incorporated. ©2019 TRANSACT Technologies Incorporated. All rights reserved.

Forward-Looking Statements

Certain statements in this press release include forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", or "continue", or the negative thereof, or other similar words. All forward-looking statements involve risks and uncertainties, including, but not limited to, customer acceptance and market share gains, both domestically and internationally, in the face of substantial competition from competitors that have broader lines of products and greater financial resources; our competitors introducing new products into the marketplace; our ability to successfully develop new products; our dependence on significant customers; our dependence on significant vendors; our dependence on contract manufacturers for the assembly of a large portion of our products in Asia; our ability to protect intellectual property; our ability to recruit and retain quality employees as the Company grows; our dependence on third parties for sales outside the United States, including Australia, New Zealand, Latin America and Asia; the economic and political conditions in the United States, Australia, New Zealand, Europe, Latin America and Asia; marketplace acceptance of new products; risks associated with foreign operations; the availability of third-party components at reasonable prices; price wars or other significant pricing pressures affecting the Company's products in the United States or abroad; risks associated with potential future acquisitions; our line of restaurant solutions products driving increased adoption by customers; increased product costs or reduced customer demand for our products due to changes in U.S. policy that may result in trade wars or tariffs; our ability to successfully transition our business towards the sale of software products on a SaaS subscription basis; and other risk factors detailed from time to time in TransAct's reports filed with the Securities and Exchange Commission. Actual results may differ materially from those discussed in, or implied by, the forward-looking statements. The forward-looking statements speak only as of the time of issuance of this press release, and the Company assumes no duty to update them to reflect new, changing or unanticipated events or circumstances.

# # #
Investor Contact:
Steve DeMartino
President and Chief Financial Officer
TransAct Technologies Incorporated
203-859-6810
Richard Land, Joseph Jaffoni, Jim Leahy
JCIR
212-835-8500 or tact@jcir.com