Net 1 UEPS Technologies, Inc.: Form 8-K - Filed by

Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2017

(Exact name of registrant as specified in its charter)

Florida 000-31203 98-0171860
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

President Place, 4th Floor, Cnr. Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg, South Africa
(Address of principal executive offices)           (ZIP Code)

Registrant’s telephone number, including area code: 011-27-11-343-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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

The annual meeting of shareholders of Net 1 UEPS Technologies, Inc. (the “Company”) was held on November 15, 2017.

Proposal No. 1—Election of Directors

All director nominees were elected and the votes cast were as follows:

          Votes     Broker  
Director   Votes for     withheld     non-votes  
Herman G. Kotzé   40,309,548     1,979,831     5,889,733  
Christopher S. Seabrooke   25,417,480     16,871,899     5,889,733  
Alasdair J.K. Pein   29,827,900     12,461,479     5,889,733  
Paul Edwards   29,830,080     12,459,299     5,889,733  
Alfred T. Mockett   41,743,088     546,291     5,889,733  

Proposal No. 2—Ratification of Selection of Independent Registered Public Accounting Firm

The ratification of the selection of Deloitte & Touche (South Africa) as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018, was approved and the votes cast were as follows:

Votes cast        
For   Against     Abstain  
48,026,811   137,780     14,521  

Proposal No. 3—A Non-Binding Advisory Vote to Approve Executive Compensation

The compensation of the Company’s named executive officers was approved, on an advisory, non-binding basis, and the votes cast were as follows:

Votes cast              
For   Against     Abstain     non-votes  
27,603,002   11,874,344     2,812,033     5,889,733  

Proposal No. 4—A Non-Binding Advisory Vote Regarding Whether an Advisory Vote on Executive Compensation Will Occur Every One, Two or Three Years

The votes cast on this proposal were as follows:

Votes cast              
    Every     Every           Broker  
Every year   two years     three years     Abstain     non-votes  
38,979,574   2,628,827     653,763     27,215     5,889,733  

The Company will hold future advisory votes on executive compensation every year.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 15, 2017 By: /s/ Herman G. Kotzé
  Name: Herman G. Kotzé
  Title: Chief Executive Officer,
  Chief Financial Officer, Treasurer and