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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of Report (Date of earliest event reported):
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 24, 2026, a written consent (the “Written Consent”) was delivered to the Board of Directors of Alliance Entertainment Holding Corporation, a Delaware corporation (the “Company”), by (i) the Bruce Ogilvie, Jr. Trust dated January 20, 1994, (ii) Jeffrey Walker, the Company’s Chief Executive Officer and a member of the Board of Directors of the Company, and (iii) the Ogilvie Legacy Trust dated September 14, 2021 (collectively, the “Majority Stockholders”). Bruce Ogilvie, Executive Chairman and member of the Board of Directors of the Company, is trustee of the Bruce Ogilvie, Jr. Trust dated January 20, 1994.
The Majority Stockholders collectively hold 46,847,262 shares of the Company’s Class A Common Stock and 58,866,667 shares of the Company’s Class E Common Stock, representing approximately 95.3% of the voting power of the Company’s issued and outstanding Common Stock and approximately 98.1% of the voting power of the Company’s issued and outstanding Class E Common Stock. Pursuant to the Written Consent, the Majority Stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Existing Charter”) that would amend and restate the Existing Charter in full (as so amended and restated, the “Third Amended and Restated Certificate of Incorporation”) to eliminate the voting rights of the Class E Common Stock except to the extent required by law.
On June 24, 2026, the Company filed an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission (the “Information Statement”). The Third Amended and Restated Certificate of Incorporation will be filed with the Secretary of State of Delaware and will become effective on the twenty-first (21st) day after the Information Statement is mailed to the Company’s stockholders.
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 29, 2026 | ALLIANCE ENTERTAINMENT HOLDING CORPORATION | |
| By: | /s/ Bruce Ogilvie | |
| Name: | Bruce Ogilvie | |
| Title: | Executive Chairman | |