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
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip code) |
Registrant’s
telephone number, including area code:
Intellinetics, Inc.
(Former name or former 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 each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
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 5.07 Submission of Matters to a Vote of Security Holders.
2026 Annual Meeting of Stockholders
On June 25, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). A total of 4,458,863 shares of Common Stock, par value $0.001 per share, were issued and outstanding on April 28, 2026, the record date for the 2026 Annual Meeting, and were entitled to vote thereat, of which 2,242,308 shares were present, in person or by proxy, thus constituting a quorum at the 2026 Annual Meeting.
Set forth below are the voting results on each of the six proposals submitted to and voted upon by the stockholders at the 2026 Annual Meeting, which proposals are described in the Company’s Proxy Statement for the 2026 Annual Meeting:
| Proposal 1: | Election of Directors | |
| The following nominees were elected as directors, each to serve for a term of one year and until his or her successor is duly elected and qualified, by the vote set forth below: |
| For | Withheld | Broker Non-Votes | ||||||||||
| Michael N. Taglich | 1,915,744 | 3,385 | 323,179 | |||||||||
| John Guttilla | 1,903,469 | 15,659 | 323,180 | |||||||||
| Stanley P. Jaworski, Jr. | 1,858,427 | 60,700 | 323,181 | |||||||||
| Paul Seid | 1,869,927 | 49,202 | 323,179 | |||||||||
| Russell Bernier | 1,870,009 | 49,120 | 323,179 | |||||||||
| Proposal 2: | Approval of 2024 Equity Incentive Plan Amendment | |
| To adopt and approve an amendment to the Intellinetics Inc. 2024 Equity Incentive Plan to increase the shares of common stock authorized for issuance under the plan from 243,122 shares to a total of 917,157 shares, by the vote set forth below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,877,645 | 41,351 | 132 | 323,180 | |||||||||||
| Proposal 3: | Approval of 2023 Director Plan Amendment | |
| To adopt and approve an amendment to the Intellinetics Inc. 2023 Non-Employee Director Compensation Plan to increase the shares of common stock authorized for issuance under the plan from 150,000 shares to a total of 302,863 shares, by the vote set forth below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,849,951 | 69,094 | 84 | 323,179 | |||||||||||
| Proposal 4: | Approval on an Advisory Basis, of Compensation of Named Executive Officers (“Say-on-Pay”) | |
| The compensation of the Company’s named executive officers was approved, on an advisory, non-binding basis, by the vote set forth below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,882,195 | 32,871 | 4,063 | 323,179 | |||||||||||
| Proposal 5: | Approval, on an Advisory Basis, to Hold an Advisory Vote on the Compensation of Named Executive Officers Every Three Years (“Say-on-Frequency”) | |
| The proposal to hold an advisory vote every three years on the compensation of the Company’s named executive officers was approved, on an advisory, non-binding basis, by the votes set forth below: |
| Every One Year | Every Two Years | Every Three Years | Abstain | Broker Non-Votes | ||||||||||||||
| 148,912 | 36,839 | 1,314,942 | 418,434 | 323,181 | ||||||||||||||
| Proposal 6: | Ratification of Appointment of Independent Registered Public Accounting Firm | |
| The appointment of GBQ Partners LLC by the Audit Committee as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, by the vote set forth below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 2,242,149 | 111 | 48 | - | |||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Name of Exhibit | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTELLINETICS, INC. | ||
| By: | /s/ Alison G. Forsythe | |
| Alison G. Forsythe | ||
| President and Chief Executive Officer | ||
| Dated: July 1, 2026 | ||