asps-20250513

Luxembourg

001-34354

98-0554932

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

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))

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

ASPS

The Nasdaq Stock Market LLC

Cash Exercise Stakeholder Warrants

ASPSW

The Nasdaq Stock Market LLC

Net Settle Stakeholder Warrants

ASPSZ

The Nasdaq Stock Market LLC

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.		☐

On May 13, 2025, Altisource Portfolio Solutions S.A. (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) and an Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”). A quorum was present at each of the meetings.

The Company’s shareholders voted on the following seven (7) proposals at the Annual Meeting and cast their votes as follows:


Proposal 1:			The election of the following Directors to serve on the Company’s Board of Directors until the next annual general meeting of shareholders, or until their respective successors have been elected and qualified, was approved by the following vote:


Name	For	Against	Abstentions	Broker Non-Votes
John G. Aldridge, Jr.	57,685,476	228,376	15,263	4,222,347
Mary C. Hickok	57,796,843	115,479	16,793	4,222,347
Wesley G. Iseley	57,797,474	115,997	15,644	4,222,347
Joseph L. Morettini	57,590,473	324,498	14,144	4,222,347
Roland Müller-Ineichen	57,589,174	322,648	17,293	4,222,347
William B. Shepro	57,792,730	120,616	15,769	4,222,347
Matthew Winkler	57,795,965	116,257	16,893	4,222,347


Proposal 2:			The appointment of RSM US LLP to be Company’s independent registered public accounting firm for the year ending December 31, 2025 until the Company’s 2026 annual meeting of shareholders, and the appointment of Atwell S.à r.l. to be Company’s certified auditor (Réviseur d’Entreprises) for the same period, was approved by the following vote:


Proposal 3:			The Company’s Luxembourg Annual Accounts for the year ended December 31, 2024 and consolidated financial statements prepared in accordance with International Financial Reporting Standards (the “Consolidated Accounts” and, together with the Luxembourg Annual Accounts, the “Luxembourg Statutory Accounts”) as of and for the year ended December 31, 2024, were approved by the following vote:


Proposal 4:			The receipt and approval of the Directors’ report for the Luxembourg Statutory Accounts for the year ended December 31, 2024 and the receipt of the report of the supervisory auditor (Commissaire aux Comptes) for the Luxembourg Annual Accounts for the same period, were approved by the following vote:


Proposal 5:			The allocation of the results in the Luxembourg Annual Accounts for the year ended December 31, 2024, was approved by the following vote:


Proposal 6:			The discharge of each of the Directors of the Company for the performance of their mandate for the year ended December 31, 2024, and the supervisory auditor (Commissaire aux Comptes) for the performance of her mandate for the same period, was approved by the following vote:


Proposal 7:			The compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (“Say-on-Pay”), was approved on a non-binding advisory basis by the following vote:


Proposal 1:			An amendment to Article 5 of the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to consolidate 88,951,925 shares of the Company’s common stock without designation of nominal value into 11,118,990 shares of the Company’s common stock without designation of nominal value, on the basis of a ratio of one (1) post-consolidation share of the Company’s common stock for every eight (8) outstanding pre-consolidation shares of the Company’s common stock (the “Share Consolidation”), was approved by the following vote:


Proposal 2:			An amendment to Article 5 of the Articles to decrease the share capital of the Company by decreasing the par value of the existing shares of the Company’s common stock, in order to bring the share capital of the Company from its current amount of USD 889,519.25 to USD 111,189.90, represented by 11,118,990 shares of the Company’s common stock without designation of nominal value, and by allocating such amount deriving from the share capital decrease to the share premium account of the Company, was approved by the following vote:


Proposal 3:			Amendments to Articles 20 and 23 of the Articles to establish a minimum quorum requirement of at least thirty-three and one-third percent (33 1∕3%) for all general meetings of shareholders —and for all extraordinary meetings of shareholders where no quorum requirement would otherwise apply— per Nasdaq Stock Market Rule 5620(c), were approved by the following vote:


Proposal 4:			Minor administrative updates to the Articles to streamline internal governance processes were approved by the following vote:

Each of the foregoing proposals for the Annual Meeting and the Extraordinary Meeting is more fully described in the proxy statement filed by the Company with the Securities and Exchange Commission on March 31, 2025.

On May 13, 2025, Altisource Portfolio Solutions S.A. (the “Company”) issued a press release announcing certain results of its 2025 Extraordinary General Meeting of Shareholders and providing information regarding the upcoming share consolidation and the treatment of fractional shares.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.


Exhibit No.						Description
99.1						Press release issued by Altisource Portfolio Solutions S.A. dated May 13, 2025

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


			Altisource Portfolio Solutions S.A.

			By:			/s/
			Name:			Michelle D. Esterman
			Title:			Chief Financial Officer