Verra Mobility sets annual Say-on-Pay schedule after stockholder vote
MESA, Ariz., July 23. Verra Mobility Corporation (NASDAQ: VRRM) filed an amendment to an earlier proxy-related securities report, confirming the Delaware-incorporated company will hold non-binding advisory votes on named executive officer compensation every year. Stockholders at the company's May 19, 2026 annual meeting had already indicated that preference. Chief Financial Officer Craig Conti signed the amendment on July 23 on behalf of the Mesa, Arizona company.
Key takeaways
- Verra Mobility Corporation (NASDAQ: VRRM) will hold non-binding advisory Say-on-Pay votes on named executive officer compensation every year.
- The decision was disclosed in a Form 8-K/A, Amendment No. 1, filed to satisfy Item 5.07(d) of Form 8-K and signed by CFO Craig Conti on July 23, 2026.
- At the May 19, 2026 annual meeting, stockholders indicated a preference for annual Say-on-Pay votes, matching the Board's recommendation in the proxy statement.
- The amendment updates an original Form 8-K filed May 20, 2026, adding only the board's frequency decision while leaving all other content unchanged.
- The annual Say-on-Pay schedule remains in effect until the next required Say-on-Frequency vote.
MESA, Ariz., July 23. Verra Mobility Corporation (NASDAQ: VRRM) filed an amendment to an earlier proxy-related securities report, confirming the Delaware-incorporated company will hold non-binding advisory votes on named executive officer compensation every year. Stockholders at the company's May 19, 2026 annual meeting had already indicated that preference. Chief Financial Officer Craig Conti signed the amendment on July 23 on behalf of the Mesa, Arizona company.
What the amendment covers
The document is a Form 8-K/A, Amendment No. 1. It amends an original Form 8-K that Verra Mobility filed with the U.S. Securities and Exchange Commission on May 20, 2026, one day after the annual meeting. That original report disclosed the final voting results from the 2026 annual meeting of stockholders; the amendment addresses a single item left out of the initial filing.
The amendment's stated sole purpose is to satisfy a reporting obligation under Item 5.07(d) of Form 8-K. That provision requires a company to disclose, after stockholders express a preference on vote frequency, what the board ultimately decided regarding future Say-on-Pay votes. Except for this addition, no other changes were made to the original Form 8-K, Verra Mobility said.
Stockholder vote and board decision
According to the filing, stockholders who voted on the Say-on-Frequency matter at the May 19 meeting indicated a preference for holding advisory Say-on-Pay votes once every year. The Board of Directors had recommended the annual frequency in the company's proxy statement for that same meeting, the release shows.
Based on the stockholder vote result, and consistent with the Board's own prior recommendation, Verra Mobility's directors determined to adopt annual Say-on-Pay votes. The schedule holds until the next required Say-on-Frequency vote.
Company background
Verra Mobility Corporation is headquartered at 2046 Riverview Auto Drive, Suite 300, Mesa, Arizona 85201. Its Class A common stock, par value $0.0001 per share, trades on the Nasdaq Capital Market under the ticker VRRM. Verra Mobility carries Commission File Number 1-37979.
The two months between the May 19 annual meeting and the July 23 amendment filing reflect how Item 5.07(d) works: companies have time after the shareholder vote to formally commit to a frequency and then disclose that decision.