UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 8, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of SHF Holdings, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated – 2022 Equity Incentive Pan (the “Plan”), which amended the Plan to (i) increase the number of shares that may be issued under the Plan from 351,858 to 626,749, (ii) provide for the annual automatic increase of such reserve in order to maintain an authorized amount of 15% of the total outstanding shares, and (iii) provide for an automatic increase of such reserve in the event of a Dilution Event (as defined in the Plan) in order to maintain an authorized amount of 10% of the total outstanding shares. The Amendment was previously approved by the Company’s Board of Directors, subject to stockholder approval at the Annual Meeting, and the Amendment became effective upon such stockholder approval.
A description of the Amendment is set forth in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on May 28, 2025 (the “Proxy Statement”) and is incorporated by reference herein. The description of the Amendment contained herein and in the Proxy Statement is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
On July 8, 2025, the Company held its Annual Meeting. All matters voted upon at the Annual Meeting were approved with the required votes, except the Shareholder Proposal as set forth below. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
1. Election of two (2) Class I Directors.
The following two Class I director nominees were elected to serve as Class I directors of the Company, with the following votes tabulated:
For | Withheld | Broker Non-Vote | ||||||||||
Terrance E. Mendez | 1,596,009 | 50,501 | 449,323 | |||||||||
Francis A. Braun III | 1,546,223 | 100,287 | 449,323 |
2. Ratification of the appointment of Macias, Gini & O’Connell, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
The appointment of Macias, Gini & O’Connell, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified, with the following votes tabulated:
For | Against | Abstain | Broker Non-Vote | |||||||||||
2,066,685 | 2,621 | 26,527 | 0 |
3. Amendment of the Amended and Restated - 2022 Equity Incentive Plan.
The amendment of the Plan to (i) increase the number of shares that may be issued under the Plan from 351,858 to 626,749, (ii) provide for the annual automatic increase of such reserve in order to maintain an authorized amount of 15% of the total outstanding shares, and (iii) provide for an automatic increase of such reserve in the event of a Dilution Event (as defined in the Plan) in order to maintain an authorized amount of 10% of the total outstanding shares, with the following votes tabulated:
For | Against | Abstain | Broker Non-Vote | |||||||||||
1,231,988 | 414,033 | 489 | 449,323 |
4. Proposal by concerned shareholders of the Company to evaluate the performance of the Company’s management and board of directors, to evaluate the independence of the Company’s directors, and to strengthen the Company’s corporate governance.
The Shareholder Proposal was not approved, with the following votes tabulated:
For | Against | Abstain | Broker Non-Vote | |||||||||||
450,985 | 1,181,295 | 14,230 | 449,323 |
Item 9.01 | Financial Statement and Exhibits |
(d) Exhibits.
Exhibit Number | Description | |
10.1 | SHF Holdings, Inc. Amendment to Amended and Restated - 2022 Equity Incentive Plan | |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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.
SHF HOLDINGS, INC. | ||
Date: July 11, 2025 | By: | /s/ Terrance E. Mendez |
Terrance E. Mendez | ||
Chief Executive Officer |