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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 8, 2024
PAR Technology Corporation
(Exact name of registrant as specified in its charter)

Delaware | 1-09720 | 16-1434688
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 738-0600
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))

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

Title of each class | Trading Symbol | Name of each exchange on which registered
Common Stock | PAR | 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 (§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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 8, 2024, Raju Malhotra was notified of the termination of his employment with PAR Technology Corporation (the “Company”), effective February 9, 2024, as a result of the Company’s decision to reorganize its product and technology functions and eliminate his position of Chief Product and Technology Officer.

Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 8, 2024, the Board of Directors (the “Board”) of the Company amended and restated the Bylaws of the Company to implement certain updates, as well as to make certain administrative, clarifying and conforming changes. The amended and restated Bylaws took effect upon adoption.
In addition to making certain administrative, clarifying and conforming changes, the amendments to the Bylaws updated several provisions to reflect various updates of the General Corporation Law of the State of Delaware, including (i) clarifying the adjournment procedures for virtual meetings of shareholders and (ii) eliminating the requirement that the list of shareholders be open to examination at meetings of shareholders. The amendments to the Bylaws also require that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white.
The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 9.01 | Financial Statements and Exhibits.

(d) | Exhibits. |
Exhibit No. | Exhibit Description
3.1 | Bylaws of PAR Technology Corporation, as amended and restated February 8, 2024
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

|  | PAR TECHNOLOGY CORPORATION
|  | (Registrant)
Date: | February 14, 2024 | /s/ Bryan A. Menar
|  | Bryan A. Menar
|  | Chief Financial Officer
|  | (Principal Financial Officer)