DEF 14A 1 nc10022846x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

PAR TECHNOLOGY CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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PAR Technology Corporation

8383 Seneca Turnpike

New Hartford, NY 13413

April 19, 2021

Dear Fellow Stockholder:

I am pleased to invite you to PAR Technology Corporation’s 2021 Annual Meeting of Stockholders, to be held on Friday, June 4, 2021 at 10:00 a.m. (Eastern Time). In light of the COVID-19 outbreak, the protocols that federal, state, and local governments have imposed and may impose, and in the best interests of the health and well-being of our stockholders, employees and directors, the Annual Meeting will be a completely virtual meeting; there will be no physical meeting location.

You will be able to attend and participate in the virtual Annual Meeting via the Internet at www.virtualshareholdermeeting.com/PAR2021, where you will be able to vote your shares electronically and submit questions. Information about how to attend and participate in the virtual Annual Meeting is included in the accompanying proxy materials.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business that we will transact at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote your shares by telephone, by the Internet or, if you received a printed copy of the proxy materials, by completing, signing and dating your proxy card and returning it in the envelope provided. Voting by proxy now will not limit your right to change your vote or to attend the virtual Annual Meeting.

On behalf of the Board of Directors, I would like to express our appreciation for your continued support, interest and investment in PAR Technology Corporation.

Sincerely,

Savneet Singh, Chief Executive Officer & President

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PAR Technology Corporation

8383 Seneca Turnpike, New Hartford, NY 13413

NOTICE OF

2021 ANNUAL MEETING OF STOCKHOLDERS

Dear PAR Technology Corporation Stockholder:

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of PAR Technology Corporation, a Delaware corporation (the “Company”, “PAR”, “we”, “us”, or “our”) will be held as follows:

Date:			Friday, June 4, 2021

Time:			10:00 a.m. (Eastern Time).

Virtual Meeting:			In light of the COVID-19 pandemic, the protocols that federal, state, and local governments have imposed and may impose, and in the best interests of the health and well-being of our stockholders, employees and directors, the Annual Meeting will be a completely virtual meeting; there will be no physical meeting location.

			To attend and participate in the Annual Meeting, if you are a registered holder, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. If you are a beneficial owner and your shares are registered in the name of a broker, bank, or other nominee and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares through the http://www.proxyvote.com website, then you may attend and participate in the Annual Meeting using the 16-digit control number included on that instruction form or notice. Otherwise, beneficial owners should contact their broker, bank or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend and participate in the Annual Meeting. Stockholders will be able to vote and submit questions during the Annual Meeting.

Place:			Virtual-only via the Internet at www.virtualshareholdermeeting.com/PAR2021.

Record Date:			April 9, 2021.

Items of Business:			To elect the six Director nominees named in the accompanying Proxy Statement to serve until the 2022 annual meeting of stockholders;

			To approve, on a non-binding, advisory basis, the compensation of our named executive officers;

			To approve our 2021 Employee Stock Purchase Plan;

			To approve the issuance of up to 253,233 shares of common stock upon exercise of the Assumed Unvested Options;

			To approve the issuance of up to 280,428 shares of common stock upon exercise of the Warrant;

			To ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2021; and

			To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

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A complete list of registered stockholders will be available at least 10 days prior to the Annual Meeting at our corporate headquarters, 8383 Seneca Turnpike, New Hartford, New York 13413. This list will also be available to stockholders of record during the Annual Meeting for examination at www.virtualshareholdermeeting.com/PAR2021.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to Be Held on Friday, June 4, 2021 at 10:00 a.m. (Eastern Time).

This Notice of 2021 Annual Meeting of Stockholders, Proxy Statement, and 2020 Annual Report on

Form 10-K are available at www.proxyvote.com.

By Order of the Board of Directors,

Savneet Singh,

Chief Executive Officer and President

New Hartford, New York

April 19, 2021

Whether or not you plan to attend the virtual Annual Meeting, please vote your shares by telephone, by the Internet or, if you received a printed copy of the proxy materials, by completing, signing and dating your proxy card and returning it in the envelope provided. Voting by proxy now, will not limit your right to change your vote or to attend the virtual Annual Meeting.

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Proxy Statement			1
Information About the Proxy Materials and Voting			1
Proposal 1 - Election of Directors			5
Directors			6
Corporate Governance			8
Report of the Audit Committee			12
Transactions with Related Persons			13
Security Ownership of Certain Beneficial Owners and Management			14
Director Compensation			16
Compensation Discussion and Analysis			18
Compensation Committee Report			30
Equity Compensation Plan Information			38
Proposal 2 - Non-Binding, Advisory Vote to Approve the Compensation of our Named Executive Officers			39
Proposal 3 - Approval of 2021 Employee Stock Purchase Plan			40
Proposal 4 - Approval of the issuance of up to 253,233 shares of common stock upon exercise of the Assumed Unvested Options			43
Proposal 5 - Approval of the issuance of up to 280,428 shares of common stock upon exercise of the Warrant			45
Proposal 6 - Ratification of the Appointment of Deloitte & Touche LLP as our Independent Auditors			48
Principal Accounting Fees and Services			49
2022 Annual Meeting			50
2021 Employee Stock Purchase Plan			Appendix A-1

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PAR Technology Corporation

8383 Seneca Turnpike

New Hartford, NY 13413

April 19, 2021

2021 ANNUAL MEETING OF STOCKHOLDERS

To be held June 4, 2021

PROXY STATEMENT

This Proxy Statement is being furnished to the stockholders of PAR Technology Corporation, a Delaware corporation, in connection with the solicitation of proxies by our Board of Directors for use at our 2021 Annual Meeting of Stockholders to be held on Friday, June 4, 2021 at 10:00 a.m. (Eastern Time) virtually via the Internet at www.virtualshareholdermeeting.com/PAR2021. This Proxy Statement and proxy card or Notice of Internet Availability of Proxy Materials are first being sent or made available to our stockholders on or about April 19, 2021.

INFORMATION ABOUT THE PROXY MATERIALS AND VOTING

Who is entitled to notice and to vote at the Annual Meeting?

Only stockholders of record of our common stock at the close of business on April 9, 2021, the Record Date, are entitled to notice of, and to vote at, the Annual Meeting. On April 9, 2021, there were 25,163,803 shares of common stock outstanding. Each share of common stock is entitled to one vote.

Distribution of Proxy Materials; Notice of Internet Availability of Proxy Materials (the “Notice”).

As permitted by the rules of the Securities and Exchange Commission (“SEC”), on or about April 19, 2021, we sent the Notice to our stockholders as of April 9, 2021. Stockholders will have the ability to access the proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2020, on the Internet at www.proxyvote.com or to request a printed or electronic set of the proxy materials at no charge. Instructions on how to access the proxy materials over the Internet and how to request a printed copy may be found on the Notice, including an option to request paper copies on an ongoing basis. The Notice also instructs you on how to vote through the Internet or by telephone.

Who is paying for this proxy solicitation?

We are paying the costs of the solicitation of proxies. We will reimburse brokers, banks or other custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy materials to beneficial owners. Certain of our Directors, officers and employees, without additional compensation, may also solicit proxies on our behalf in person, by telephone, or by electronic communication. In addition, we have engaged Morrow Sodali LLC to assist in the solicitation from brokers, bank nominees and institutional holders for a fee of $8,000 plus out-of-pocket expenses.

Stockholder of Record; Shares Registered in Your Name.

If on April 9, 2021 your shares were registered directly in your name, then you are a stockholder of record and you may vote on the matters to be voted upon at the Annual Meeting. If your proxy is properly executed in time to be voted at the Annual Meeting, the shares represented by the proxy will be voted in accordance with the instructions you provide. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/PAR2021 and vote your shares if you have already voted by proxy (see “Can I change my vote after submitting my proxy?” below).

Beneficial Owners; Shares Registered in the Name of a Broker, Bank, or Other Nominee.

If on April 9, 2021 your shares were not registered in your name, but rather in the name of a broker, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization, which is considered to be the stockholder of record for purposes of voting

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at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee regarding how to vote your shares. You are also invited to attend the Annual Meeting. Beneficial owners whose voting instruction form or the Notice indicates that they may vote their shares through the http://www.proxyvote.com website may attend and participate in the Annual Meeting using the 16-digit control number included on that instruction form or the Notice. Otherwise, beneficial owners should contact their broker, bank or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend and participate in the Annual Meeting. If you have any questions about your control number or how to obtain one, please contact the broker, bank or other nominee that holds your shares.

Participating in the Virtual Annual Meeting.

This year, the Annual Meeting will be a completely virtual meeting. There will be no physical meeting location.

The meeting will be conducted via an audio webcast. To participate in the virtual Annual Meeting, visit www.virtualshareholdermeeting.com/PAR2021 and enter the 16-digit control number included on your Notice or on your proxy card or the voting instruction form, or otherwise provided to you by your broker, bank or other nominee, as described above. You may begin to log into the meeting platform beginning at 9:45 a.m., Eastern Time, on June 4, 2021. The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on June 4, 2021.

If you wish to submit a question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/PAR2021, type your question into the “Ask a Question” field, and click “Submit.” We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

Matters to be voted on at the Annual Meeting.

We are asking our stockholders to consider and vote on the following matters:

•	Proposal 1:	Election of the six Director nominees named in this Proxy Statement to serve until the 2022 annual meeting of stockholders;

•	Proposal 2:	Approval, on a non-binding, advisory basis, of the compensation of our named executive officers;

•	Proposal 3:	Approval of the 2021 Employee Stock Purchase Plan;

•	Proposal 4:	Approval of the issuance of up to 253,233 shares of common stock upon exercise of the Assumed Unvested Options;

•	Proposal 5:	Approval of the issuance of up to 280,428 shares of common stock upon exercise of the Warrant;

•	Proposal 6:	Ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 2021; and

•	Other business, if properly raised.

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the individuals named on the proxy card will vote your shares in their discretion on such matters.

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How do I vote my shares?

Stockholders may vote their shares over the Internet, by telephone or during the Annual Meeting by going to www.virtualshareholdermeeting.com/PAR2021. If you requested and/or received printed proxy material, including a printed version of the proxy card, you may also vote by mail.

•

By Internet (before the Annual Meeting). You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice or on your proxy card or the voting instruction form. Votes submitted through the Internet must be received by 11:59 p.m., Eastern Time, on June 3, 2021. If you are a beneficial owner, the availability of online voting may depend on the voting procedures of the organization that holds your shares.

•

By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice or on your proxy card or the voting instruction form. Votes submitted by telephone must be received by 11:59 p.m., Eastern Time, on June 3, 2021. If you are a beneficial owner, the availability of phone voting may depend on the voting procedures of the organization that holds your shares.

•	By Mail. If you received printed proxy materials, you may submit your vote by completing, signing and dating the proxy card received and returning it in the prepaid envelope.

•

During the Annual Meeting. You may vote during the virtual Annual Meeting by going to www.virtualshareholdermeeting/PAR2021.com. You will need the 16-digit control number included on your Notice or on your proxy card or the voting instruction form or otherwise provided to you by your broker, bank or other nominee, as described above. If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the Annual Meeting.

Can I change my vote after submitting my proxy?

Yes, if you are a stockholder of record, you can revoke your proxy prior to its exercise at the Annual Meeting by:

•	Submitting another completed and signed proxy card bearing a later date;

•	Granting a subsequent proxy by telephone or through the Internet;

•	Giving written notice of revocation to PAR Technology Corporation’s Corporate Secretary; and

•	Attending the virtual Annual Meeting and voting by following the instructions described in this Proxy Statement. Simply attending the virtual Annual Meeting will not, by itself, revoke your proxy.

Your most current vote will be counted. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will need to follow the instructions provided by your broker, bank, or other nominee as to how you may revoke your proxy.

What constitutes a quorum?

A majority of the shares of our common stock outstanding and entitled to vote on April 9, 2021 must be present at the Annual Meeting to constitute a quorum and to conduct business at the Annual Meeting. For purposes of determining whether a quorum exists, shares represented by proxy and in attendance online at the Annual Meeting, as well as any abstentions and broker non-votes will be counted for purposes of establishing a quorum. An “abstention” occurs when a stockholder affirmatively declines to vote on a proposal. A broker non-vote occurs when shares held by a broker, bank or other nominee in “street name” are not voted with respect to one or more proposals because the nominee did not receive voting instructions from the beneficial owner of the shares on non-routine proposals for which the nominee lacks discretionary voting power to vote the shares.

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What vote is required to approve each proposal?

Election of Directors

“For” or “Withhold”

A plurality of votes cast (which means the six Director nominees receiving the most “For” votes will be elected)

“Withhold” votes and broker non-votes will have no effect on the results.

Advisory Vote to Approve the Compensation of our Named Executive Officers

“For”, “Against” or “Abstain”

SEC Form DEF 14A filed by PAR Technology Corporation