UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 of this Current Report on Form 8-K (the “Report”), SBC Medical Group Holdings Incorporated (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 13, 2025. At the Annual Meeting, upon the recommendation of the Company’s board of directors, the Company’s stockholders approved an the adoption of an amendment and restatement of the Company’s certificate of incorporation (the “Amended and Restated Charter”), which will declassify the board of directors such that the terms of all the Company’s current directors will end at the 2026 annual meeting of stockholders, and all director nominees will stand for election annually at and after the 2026 annual meeting of stockholders. The Amended and Restated Charter will become effective upon the filing thereof with the Secretary of State of the State of Delaware.
The foregoing description of the Amended and Restated Charter does not purport to be complete and is qualified in its entirety by reference to the full text of Exhibit 3.1 to this Report, which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Of the 103,611,251 shares of the Company’s common stock outstanding as of the record date of April 21, 2025, 92,710,439 shares were represented at the Annual Meeting, either by proxy or by attending the meeting, constituting a quorum. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:
| 1) | Proposal 1. At the Annual Meeting, the vote to elect two directors to serve three-year terms expiring in 2028, at the annual meeting of stockholders, was as follows. However, because Proposal 3 (relating to the declassification of the Company’s board of directors) was approved, all of the Company’s directors, including the members of the class elected at the Annual Meeting, will serve until the 2026 annual meeting of stockholders, at which point they may be renominated for a further one year term. |
| FOR | WITHHELD | BROKER NON-VOTE | |||||||
| Ken Edahiro | 92,710,188 | 251 | 0 | ||||||
| Mike Sayama | 92,699,163 | 11,276 | 0 |
| 2) | Proposal 2. At the Annual Meeting, the vote to ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was as follows: |
| FOR | AGAINST | ABSTAIN | |||||
| 92,710,039 | 100 | 300 |
| 3) | Proposal 3. At the Annual Meeting, the adoption of an amendment and restatement of the Company’s Current Charter, to declassify the board of directors such that the terms of all the Company’s current directors will end at the 2026 annual meeting of stockholders, and all director nominees will stand for election annually at and after the 2026 annual meeting of stockholders, was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||
| 92,710,188 | 251 | 0 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in inline XBRL. |
SIGNATURES
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 thereunto duly authorized.
| SBC MEDICAL GROUP HOLDINGS INCORPORATED | |||
| Date: | June 18, 2025 | By: | /s/ Yuya Yoshida |
| Yuya Yoshida | |||
| Chief Financial Officer | |||