UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2025, Southland Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders. The total number of shares of the Company’s common stock, par value $0.0001 per share, issued, outstanding and entitled to vote at the meeting was 53,996,404 shares. Represented at the meeting either in person or by proxy were 47,049,024 shares, or 87.1% of shares entitled to vote. All proposals were approved by the requisite stockholder vote. The results of the votes for the proposals were as follows:
Proposal No. 1 – Declassification of the Board of Directors
To approve the declassification of the Company’s Board of Directors by amending the Company’s (1) Second Amended and Restated Certificate of Incorporation and (2) Amended and Restated Bylaws.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| 43,605,325 | 1,715,789 | 10,029 | 1,717,881 |
Proposal No. 2 – Election of Directors
To elect two Class II directors of the Company for a term set to expire at the 2028 annual meeting or if Proposal 1 is approved, at the 2026 annual meeting.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |
| Izzy Martins | 43,583,584 | 1,732,484 | 14,805 | 1,717,881 |
| Rudy Renda | 43,483,440 | 1,839,358 | 8,345 | 1,717,881 |
Proposal No. 3 – Ratification of Independent Registered Public Accounting Firm
To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes Cast For | Votes Cast Against | Abstentions | |
| 45,334,515 | 1,714,414 | 95 |
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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.
| Dated: June 20, 2025 | SOUTHLAND HOLDINGS, INC. | ||
| By: | /s/ Frank S. Renda | ||
| Name: | Frank S. Renda | ||
| Title: | President and Chief Executive Officer | ||
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