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 2023
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 ☒
DOCUMENTS INCLUDED AS PART OF THIS REPORT
| Exhibit | |
| 99.1 | Nuvei Corporation Announces Annual Meeting Results |
| 99.2 | Report of Voting 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.
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Nuvei Corporation
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| Date: May 26, 2023 | By: |
/s/ Lindsay Matthews | ||||
| Name | Lindsay Matthews | |||||
| Title: | General Counsel | |||||
Exhibit 99.1
NUVEI CORPORATION ANNOUNCES ANNUAL MEETING RESULTS
MONTREAL, May 26, 2023 – Nuvei Corporation (“Nuvei” or the “Company”) (Nasdaq: NVEI) (TSX: NVEI), the Canadian fintech company, today announced the results of its annual meeting of shareholders held on May 26, 2023 (the “Meeting”). Shareholders of the Company voted in favour of all items of business put forth at the Meeting by the Company. The complete voting results for each item of business at the Meeting are presented below.
| 1. | Election of Directors |
The seven (7) nominees for directors proposed by management of the Company 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 Against |
| Philip Fayer | 99.83% | 0.17% |
| Timothy A Dent. | 98.17% | 1.83% |
| Maren Hwei Chyun Lau | 98.17% | 1.83% |
| David Lewin | 95.88% | 4.12% |
| Daniela Mielke | 96.34% | 3.66% |
| Pascal Tremblay | 99.43% | 0.57% |
| Samir Zabaneh | 99.84% | 0.16% |
| 2. | Appointment of Auditors |
PricewaterhouseCoopers LLP were appointed as auditors of the Company 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 |
| 99.78% | 0.22% |
| 3. | Omnibus Incentive Plan Amendment Resolution |
The ordinary resolution, a copy of which is reproduced in its entirety under “Schedule A” attached to the Company’s management information circular dated April 3, 2023 (the “Circular”), in respect of (i) an amendment to the Company’s Omnibus Incentive Plan whereby the number of subordinate voting shares of the Company which may be reserved for issuance was increased from 10% to 15% of all multiple voting shares and subordinate voting shares issued and outstanding from time to time on a non-diluted basis, and (ii) the approval of all unallocated options, rights and other entitlements under the Omnibus Incentive Plan, as amended pursuant to such ordinary resolution, was approved by a majority of the votes cast by the shareholders present or represented by proxy at the Meeting. The votes cast were as follows:
- 2 -
| Percentage of Votes For | Percentage of Votes Against |
| 95.92% | 4.08% |
Final voting results on all matters voted on at the Meeting will be filed under the Company’s profile on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov.
About Nuvei
Nuvei (Nasdaq: NVEI) (TSX: NVEI) is the Canadian fintech company accelerating the business of clients around the world. 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 47 markets, 150 currencies and more than 600 alternative payment methods, 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.
Contact:
Investor Relations
IR@nuvei.com
NVEI-IR
Exhibit 99.2
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 meeting of shareholders of Nuvei Corporation (the “Corporation”) held on May 26, 2023, 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 seven (7) 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 Against |
| Philip Fayer | 99.83% | 0.17% |
| Timothy A. Dent | 98.17% | 1.83% |
| Maren Hwei Chyun Lau | 98.17% | 1.83% |
| David Lewin | 95.88% | 4.12% |
| Daniela Mielke | 96.34% | 3.66% |
| Pascal Tremblay | 99.43% | 0.57% |
| Samir Zabaneh | 99.84% | 0.16% |
| 2. | Appointment of Auditors |
PricewaterhouseCoopers LLP 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 |
| 99.78% | 0.22% |
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| 3. | Omnibus Incentive Plan Amendment Resolution |
The ordinary resolution, a copy of which is reproduced in its entirety under “Schedule A” attached to the Corporation’s management information circular dated April 3, 2023 (the “Circular”), in respect of (i) an amendment to the Company’s Omnibus Incentive Plan whereby the number of subordinate voting shares of the Company which may be reserved for issuance was increased from 10% to 15% of all multiple voting shares and subordinate voting shares issued and outstanding from time to time on a non-diluted basis, and (ii) the approval of all unallocated options, rights and other entitlements under the Omnibus Incentive Plan, as amended pursuant to such ordinary resolution, was approved 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 |
| 95.92% | 4.08% |
***
DATED May 26, 2023.
| NUVEI CORPORATION | ||
| per: | (s) David Schwartz | |
|
Name: David Schwartz Title: Chief Financial Officer |