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

On December 30, 2022, we held our annual meeting of stockholders. The following matters were submitted to our stockholders for consideration (all of which were set forth in our definitive proxy statement on Schedule 14A filed with the SEC on November 29, 2022):

Proposal 1: To elect five nominees to the Board of Directors to serve for one year.

Proposal 2: To approve, on a non-binding advisory basis, the compensation paid to our executive officers.

Proposal 3: To ratify the appointment of Grant Thornton, LLP as our independent registered public accounting firm for 2022.

As of November 10, 2022, the record date for the annual meeting, there were outstanding 21,750,804 shares of common stock entitled to 21,750,804 votes at the annual meeting, 170,332 shares of Series 1 Preferred Stock entitled to 225,231 votes at the annual meeting, and 21,952 shares of Series 2 Preferred Stock entitled to 5,845,695 votes at the annual meeting. At the annual meeting, holders of 19,352,125 shares of voting stock were present in person or represented by proxy. The full voting results were as follows:

1. Election of directors. Our stockholders elected the five nominees listed in our definitive proxy statement to serve on our board of directors for a one-year term of office expiring at the 2023 Annual Meeting of Stockholders. The results of the voting were as follows:





                                    Votes        Broker
                    Votes For      Withheld     Non-Votes

James D. Allen      15,296,027      34,981      4,021,117

Howard S. Dvorkin 15,295,669 35,339 4,021,117

Sean Hinze 15,300,761 30,247 4,021,117

Thomas O. Katz 14,657,882 673,126 4,021,117

T. Scott King 15,290,940 40,068 4,021,117

2. Approval, on a non-binding basis, of the compensation paid to our named executive officers. Our stockholders voted for the approval of our compensation paid to our executive officers in 2021. The results of voting were as follows:





Votes For      Votes Against     Votes Abstained

15,196,809        116,199            18,000

3. Ratification of appointment of independent registered public accounting firm. Our stockholders ratified the appointment of Grant Thornton, LLP as our independent registered public accountants for the year ending December 31, 2022. The results of the voting were as follows:





Votes For      Votes Against     Votes Abstained

19,294,706        16,822             40,597




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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.

FLEXSHOPPER, INC.

Dated: January 3, 2023 By: /s/ H. Russell Heiser Jr.

Name:  H. Russell Heiser Jr.
                           Title: Chief Financial Officer






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