UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of May 2022
Commission File Number: 001-40875
NUVEI CORPORATION
(Exact name of registrant as specified in its charter)
1100 René-Lévesque Boulevard West, Suite 900
Montreal, Quebec H3B 4N4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
| Exhibit No. | Exhibit Description |
| 99.1 | Nuvei Corporation Report of Voting Results |
| 99.2 | Nuvei Corporation Announces Annual and Special Meeting Results |
SIGNATURES
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, thereunto duly authorized.
| Nuvei Corporation | |||
| Date: May 27, 2022 | By: |
/s/ Lindsay Matthews | |
| Name | Lindsay Matthews | ||
| Title: | General Counsel | ||
Exhibit 99.1
NUVEI CORPORATION
| TO: | Autorité des marchés financiers (Québec) British Columbia Securities Commission Alberta Securities Commission |
Ontario Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission
Nova Scotia Securities Commission
Financial and Consumer Services Commission (New Brunswick) Office of the Superintendent of Securities (Prince Edward Island)
Office of the Superintendent of Securities, Service Newfoundland and Labrador Office of the Yukon Superintendent of Securities
Office of the Superintendent of Securities (Northwest Territories) Nunavut Securities Office
| RE: | Report of Voting Results pursuant to section 11.3 of Regulation 51-102 respecting Continuous Disclosure Obligations (“Regulation 51-102”) |
Following the annual and special meeting of shareholders of Nuvei Corporation (the “Corporation”) held on May 27, 2022, and in accordance with section 11.3 of Regulation 51-102, we hereby advise you of the following voting results obtained at the meeting:
| 1. | Election of Directors |
The six (6) nominees for directors proposed by management of the Corporation were elected by a majority of the votes cast by the shareholders present or represented by proxy at the meeting. The votes cast for each nominee were as follows:
| Nominees | Percentage of Votes For | Percentage of Votes Withheld |
| Philip Fayer | 99.52% | 0.48% |
| Michael Hanley | 97.80% | 2.20% |
| David Lewin | 96.64% | 3.36% |
| Daniela Mielke | 97.87% | 2.13% |
| Pascal Tremblay | 97.41% | 2.59% |
| Samir Zabaneh | 99.99% | 0.01% |
| 2. | Appointment of Auditors |
PricewaterhouseCoopers LLP, chartered accountants, were appointed as auditors of the Corporation by a majority of the votes cast by the shareholders present or represented by proxy at the meeting. The votes cast were as follows:
| Percentage of Votes For | Percentage of Votes Withheld |
| 99.95% | 0.05% |
| 3. | Arrangement Resolution |
The special resolution, a copy of which is reproduced in its entirety under “Schedule A-1” attached to the Corporation’s management information circular dated April 14, 2022 (the “Circular”), in respect of the plan of arrangement effecting amendments to the articles of amalgamation (as amended) of the Corporation, was passed by the required majority of the votes cast by the shareholders present or represented by proxy at the meeting. The votes cast were as follows:
| Percentage of Votes For | Percentage of Votes Against |
| 98.14% | 1.86% |
| 4. | Ordinary Resolution to amend By-Laws |
The ordinary resolution, a copy of which is reproduced in its entirety under “Schedule B-1” attached to the Circular, confirming certain amendments to the Corporation’s general by-law, was passed by a majority of the votes cast by the shareholders present or represented by proxy at the meeting. The votes cast were as follows:
| Percentage of Votes For | Percentage of Votes Against |
| 98.14% | 1.86% |
***
DATED May 27, 2022.
| NUVEI CORPORATION | ||
|
per: |
(s) David Schwartz | |
Name: David Schwartz Title: Chief Financial Officer |
Exhibit 99.2
NUVEI CORPORATION ANNOUNCES ANNUAL AND SPECIAL MEETING RESULTS
MONTREAL, May 27, 2022 – Nuvei Corporation (the “Corporation”) (Nasdaq: NVEI) (TSX: NVEI), tomorrow’s payment platform, today announced the results of its annual and special meeting of shareholders held on May 27, 2022.
1. Election of Directors
The six (6) nominees for directors proposed by management of the Corporation were elected by a majority of the votes cast by the shareholders present or represented by proxy at the meeting. The votes cast for each nominee were as follows:
| Nominees | Percentage of Votes For | Percentage of Votes Withheld |
| Philip Fayer | 99.52% | 0.48% |
| Michael Hanley | 97.80% | 2.20% |
| David Lewin | 96.64% | 3.36% |
| Daniela Mielke | 97.87% | 2.13% |
| Pascal Tremblay | 97.41% | 2.59% |
| Samir Zabaneh | 99.99% | 0.01% |
2. Appointment of Auditors
PricewaterhouseCoopers LLP, chartered accountants, were appointed as auditors of the Corporation by a majority of the votes cast by the shareholders present or represented by proxy at the meeting. The votes cast were as follows:
| Percentage of Votes For | Percentage of Votes Withheld |
| 99.95% | 0.05% |
3. Arrangement Resolution
The special resolution, a copy of which is reproduced in its entirety under “Schedule A-1” attached to the Corporation’s management information circular dated April 14, 2022 (the “Circular”), in respect of the plan of arrangement effecting amendments to the articles of amalgamation (as amended) of the Corporation, was passed by the required majority of the votes cast by the shareholders present or represented by proxy at the meeting. The votes cast were as follows:
| Percentage of Votes For | Percentage of Votes Against |
| 98.14% | 1.86% |
The implementation of these amendments, which are described in detail in the Circular, remains subject to final approval of the Quebec
Superior Court at a hearing scheduled for May 31, 2022.
4. Ordinary Resolution to amend By-Laws
The ordinary resolution, a copy of which is reproduced in its entirety under “Schedule B-1” attached to the Circular, confirming certain amendments to the Corporation’s general by-law, was passed by a majority of the votes cast by the shareholders present or represented by proxy at the meeting. The votes cast were as follows:
| Percentage of Votes For | Percentage of Votes Against |
| 98.14% | 1.86% |
Final voting results on all matters voted on at the meeting will be filed under the Corporation’s profile on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This news release includes forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are based on assumptions, are subject to important risks and uncertainties, and cannot be relied upon due to, among other things, changing external events. Actual results may differ materially from results indicated in forward-looking statements due to a number of factors, including the factors identified in Nuvei's public disclosure file available at www.sedar.com and www.sec.gov. In particular, failure to obtain the necessary court approval, or the failure to otherwise satisfy the conditions to the implementation of the proposed plan of arrangement and the resulting amendments to Nuvei's articles, may result in the proposed plan of arrangement and amendments not being completed on the proposed terms, or at all. The forward-looking statements contained or incorporated by reference in this news release represent Nuvei's expectations as of the date of this news release and are subject to change after such date. However, Nuvei disclaims any intention or obligation to update or revise any forward-looking statements whether because of new information, future events or otherwise, except as required under applicable securities regulations.
About Nuvei
Nuvei (Nasdaq: NVEI) (TSX: NVEI) is tomorrow’s payment platform. Designed to accelerate customers’ business, Nuvei’s modular, flexible and scalable technology allows leading companies to accept next-gen payments, offer all payout options and benefit from card issuing, banking, risk and fraud management services. Connecting businesses to their customers in more than 200 markets, with local acquiring in 45+ markets, 150 currencies and more than 550 alternative payment methods, including cryptocurrencies, Nuvei provides the technology and insights for customers and partners to succeed locally and globally with one integration. For more information, visit www.nuvei.com.