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.
2025 Annual Meeting
On October 31, 2025, the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Splash Beverage Group, Inc. (the “Company”) was held. At the 2025 Annual Meeting, the Company’s stockholders voted on (i) the election of four directors to the Company’s Board of Directors for a one-year term expiring at the next annual meeting of stockholders (Proposal 1); (ii) the ratification of the appointment of Rose, Snyder & Jacobs LLP as Company’s independent registered accounting firm for the fiscal year ended December 31, 2025 (Proposal 2); (iii) the approval, in accordance with NYSE American rules, the issuance of shares of common stock in excess of 379,785 shares, which is 19.99% of the shares of common stock outstanding as of June 25, 2025 (the “Exchange Cap”), pursuant to outstanding convertible preferred stock, warrants, and convertible promissory notes (Proposal 3); (iv) the approval, in accordance with NYSE American rules, the issuance of shares pursuant to that certain securities purchase agreement dated September 19, 2025 (the “ELOC Agreement”) with C/M Capital Master Fund, LP (the “Purchaser”) (as disclosed in Current Report Form 8-K filed September 25, 2025) (Proposal 4); (v) the approval of the 2025 Equity Incentive Plan (Proposal 5); (vi) the approval of a possible increase in the Company’s authorized common stock to 400,000,000 shares (Proposal 6); and (vii) the approval of an adjournment of the 2025 Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the 2025 Annual Meeting (Proposal 7), all as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2025.
Set forth below are the voting results on each matter submitted to the stockholders at the 2025 Annual Meeting.
Proposal 1. The Company’s stockholders voted to elect the following four individuals as directors to hold office until the next annual meeting of the stockholders:
| Nominee | Votes For | Abstentions | Broker Non-Votes | |||
| Robert Nistico | 847,254 | 30,776 | 465,888 | |||
| Justin Yorke | 821,802 | 56,228 | 465,888 | |||
| Thomas Fore | 851,375 | 26,655 | 465,888 | |||
| Frederick William (“Bill”) Caple | 829,075 | 48,955 | 465,888 |
Proposal 2. The Company’s stockholders voted to ratify the appointment of Rose, Snyder & Jacobs LLP as the Company’s independent registered accounting for the fiscal year ended December 31, 2025.
| Votes For | Votes Against | Abstentions | ||
| 1,276,250 | 66,987 | 681 |
Proposal 3. The Company’s stockholders voted to approval the issuance of common stock in excess of 379,785 shares pursuant
to outstanding convertible preferred stock, warrants, and convertible promissory notes.
| Votes For | Votes Against | Abstentions | ||
| 655,507 | 30,771 | 1,765 |
Proposal 4. The Company’s stockholders voted to approve the issuance of shares of the Company’s common stock pursuant to the ELOC Agreement with the Purchaser.
| Votes For | Votes Against | Abstentions | ||
| 848,976 | 28,496 | 558 |
Proposal 5. The Company’s stockholders voted to approve the 2025 Equity Incentive Plan.
| Votes For | Votes Against | Abstentions | ||
| 816,287 | 61,454 | 289 |
Proposal 6. The Company’s stockholders voted not to approve the possible increase of the Company’s common stock to 400,000,000 shares.
| Votes For | Votes Against | Abstentions | ||
| 1,135,581 | 149,088 | 59,252 |
There were also 465,888 broker non-votes on each of the above proposals.
Proposal 7. The Company’s stockholders voted to approve an adjournment of the Annual Meeting.
| Votes For | Votes Against | Abstentions | ||
| 1,200,000 | 143,399 | 522 |
In accordance with Proposal 7, the 2025 Annual Meeting has been adjourned to 10:00 a.m., Eastern Time on Friday, November 14, 2025 in order to permit further solicitation and vote of proxies to approve Proposal 6.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On October 31, 2025, Robert Nistico notified the Company that he will resign as Chief Executive Officer of the Company, effective November 14, 2025. Mr. Nistico will continue to serve on the Board of Directors of the Company and work on special projects for the Company in the beverage space.
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.
Date: November 6, 2025
| SPLASH BEVERAGE GROUP, INC. | ||
| By: | /s/ Robert Nistico | |
| Robert Nistico, Chief Executive Officer | ||