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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): August 6, 2026

 

RESERVOIR MEDIA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39795   83-3584204
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

200 Varick Street

Suite 801

New York, New York

  10014
(Address of principal executive offices)   (Zip Code)

 

(212) 675-0541

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

¨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
Common stock, $0.0001 par value per share   RSVR   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.  ¨

 

 

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

(a) The Annual Meeting of Stockholders of Reservoir Media, Inc. (the “Company”) was held on August 6, 2026 (the “Annual Meeting”). As of the Record Date of June 12, 2026, there were 65,814,328 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below.

 

(b) Proposal IElection of Class II Directors named in the Proxy Statement filed June 26, 2026 (the “Proxy Statement”).

 

Stockholders approved the election of three Class II Directors to serve as Directors for a three-year term to expire at the 2029 Annual Meeting. The voting results for this proposal are as follows:

 

Nominee  For  Withheld  Broker Non-Votes 
Todd Harvey  61,439,762  110,511  1,594,814 
Jennifer Koss  60,354,515  1,195,758  1,594,814 
Adam Rothstein  61,198,174  352,099  1,594,814 

 

Proposal IIRatification of the Appointment of Deloitte & Touche LLP as the Companys Independent Registered Public Accounting Firm for the Fiscal Year ending March 31, 2027.

 

Stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2027. The voting results for this proposal are as follows:

 

For  Against  Abstain 
63,129,310  14,728  1,049 

 

Proposal IIINon-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (“Say-On-Pay”).

 

Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results for this proposal are as follows:

 

For  Against  Abstain  Broker Non-Votes 
61,386,037  160,952  3,284  1,594,814 

 

Proposal IVNon-Binding Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation (“Say-On-Frequency”).

 

Stockholders recommended the frequency with which the Company should hold its future advisory votes on executive compensation. The voting results for this proposal are as follows:

 

One Year  Two Years  Three Years  Abstain 
60,518,192  10,419  1,021,343  319 

 

(d) Based on the Board’s recommendation in the Proxy Statement and the advisory vote of the Company’s stockholders, the Company has determined to hold its future advisory votes on the compensation of named executive officers annually until the next Say-On-Frequency vote (which will be no later than the 2032 annual meeting of stockholders or such earlier time as the Board so determines).

 

 

 

 

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.

 

    RESERVOIR MEDIA, INC.
     
Date:  August 11, 2026 By: /s/ Golnar Khosrowshahi
      Name: Golnar Khosrowshahi
      Title: Chief Executive Officer

 

 

 


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