Executive Change · Shareholder Vote

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   Date of Report (Date of earliest event reported):  November 20, 2023   PARK CITY GROUP, INC. (Exact name of Registrant as specified in its Charter)   Nevada 001-34941 37-1454128 (State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)   5282 South Commerce Drive, Suite D292 , Murray , Utah 84107 (Address of principal executive offices)   ( 435 ) 645-2000 (Registrant’s Telephone Number)   Not Applicable (Former name or address, if changed since last report)   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 exchange on which registered Common stock , par value $0.01 per share TRAK New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers   At the Annual Meeting of Stockholders of Park City Group, Inc., d/b/a ReposiTrak (the “ Company ”), held on November 20, 2023 (the “ Annual Meeting ”), stockholders approved the 2023 Omnibus Equity Incentive Plan and the 2023 Employee Stock Purchase Plan. See Item 5.07 below.   Item 5.07 Submission of Matters to a Vote of Security Holders.   The matters voted upon at the Company’s Annual Meeting and the results of the voting are set forth below:   Proposal No. 1- Election of Directors       For     Withheld   Randall K. Fields     10,814,115       51,094   Robert W. Allen     10,810,820       54,389   Ronald C. Hodge     10,801,647       63,562   Peter J. Larkin     10,400,701       464,508             The Company’s directors are elected by a plurality of the votes cast. Accordingly, each of the nominees named above was elected to serve on the Company’s Board of Directors until the Company’s 2024 annual meeting of stockholders, or until their successors are elected and qualified.   Proposal No. 2 – Approval of the 2023 Omnibus Equity Incentive Plan   For     Against     Abstain   10,789,242       62,409       13,557     The vote required to approve the Company’s 2023 Omnibus Equity Incentive Plan was the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote. Accordingly, stockholders voted to approve the Company’s 2023 Omnibus Equity Incentive Plan, as described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on October 3, 2023 (the “ Proxy Statement ”).   Proposal No. 3 – Approval of the 2023 Employee Stock Purchase Plan   For     Against     Abstain   10,814,797       43,449       6,962     The vote required to approve the Company’s 2023 Employee Stock Purchase Plan was the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote. Accordingly, stockholders voted to approve the Company’s 2023 Employee Stock Purchase Plan, as described in the Company’ Proxy Statement.   Proposal No. 4- Ratification of the Appointment of Haynie & Company as the Company ’ s Independent Auditors for the Fiscal Year Ending June 30, 2024   For     Against     Abstain   11,683,961       4,287       5,153     The vote required to approve this proposal was the affirmative vote of a majority of the votes cast at the Annual Meeting. Accordingly, stockholders ratified the appointment of Haynie & Company as the Company’s registered public accounting firm auditors for the fiscal year ending June 30, 2024.         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 hereunto duly authorized.       PARK CITY GROUP INC.     November 20, 2023 /s/ John Merrill   John Merrill   Chief Financial Officer