0000896429false00008964292023-11-302023-11-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

November 30, 2023

Date of Report (date of earliest event reported)

Cantaloupe, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania			001-33365						23-2679963
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)
101 Lindenwood Drive, Suite 405			Malvern			Pennsylvania			19335
(Address of Principal Executive Offices)									(Zip Code)

(610) 989-0340

Registrant's telephone number, including area code

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, no par value			CTLP			The NASDAQ Global Select Market

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. o

---

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

On November 30, 2023, Cantaloupe, Inc. (the “Company”) held the Company’s 2024 annual meeting of shareholders (the “Annual Meeting”). The final voting results for each of the proposals submitted to a vote of the shareholders at the Annual Meeting are set forth below.

1. Election of Directors

Each nominee for director was elected, and the voting results were as follows:

Nominee						Votes for						Votes against						Abstentions						Broker Non-Votes
Douglas G. Bergeron						37,982,664						291,911						12,794						6,799,512
Lisa P. Baird						37,959,091						315,899						12,379						6,799,512
Ian Harris						37,181,632						1,090,939						14,798						6,799,512
Jacob Lamm						38,095,685						176,733						14,951						6,799,512
Michael K. Passilla						37,941,537						331,034						14,798						6,799,512
Ellen Richey						36,074,560						2,200,231						12,578						6,799,512
Anne M. Smalling						36,200,825						2,073,966						12,578						6,799,512
Ravi Venkatesan						38,106,543						166,091						14,735						6,799,512
Shannon S. Warren						36,170,082						2,104,819						12,468						6,799,512

2. Advisory Vote on named executive officer compensation.

The Company’s shareholders approved, on an advisory basis, the Company’s named executive officer compensation as disclosed in the Company’s proxy statement for the Annual Meeting, and the voting results were as follows:

Votes for						37,051,335
Votes against						1,165,612
Abstentions						70,422
Broker Non-Votes						6,799,512

3. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year ending June 30, 2024.

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was approved, and the voting results were as follows:

Votes for						44,992,388
Votes against						86,909
Abstentions						7,584

Item 9.01 Financial Statements and Exhibits

Exhibit Number			Ex. Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

---

SIGNATURE

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 hereunto duly authorized.

Cantaloupe, Inc.

Date: August 7, 2024

By: /s/ Anna Novoseletsky

Anna Novoseletsky

Chief Legal & Compliance Officer and General Counsel