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
As described below in Item 5.07 of this Current Report on Form 8-K, on April 23, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Massimo Group (the “Company”) approved Amendment No. 1 to the Massimo Group 2024 Equity Incentive Plan (the “Amendment”). The Amendment was adopted by the Company’s Board of Directors (the “Board”) and became effective on March 17, 2025 (the “Effective Date”), subject to approval by the stockholders at the Annual Meeting.
A description of the material terms of the Amendment is set forth in Proposal 3 contained in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2025. The above description of the Amendment is qualified in all respects by the full text of the Amendment, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting the Company’s stockholders voted on the matters described below.
| 1. | The Company’s stockholders elected five directors, each to serve until his/her successor is duly elected and qualified at the 2026 annual meeting of stockholders or until his/her earlier resignation or removal. The number of shares that (a) voted for the election of each director, (b) voted against the election of each director, and (c) abstained authority to vote for each director is summarized in the table below: |
| Director Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||
| David Shan | 32,307,450 | 901 | 200 | 493,441 | ||||
| Dr. Yunhao Chen | 32,307,346 | 1,005 | 200 | 493,441 | ||||
| Paolo Pietrogrand | 32,306,868 | 1,483 | 200 | 493,441 | ||||
| Ting Zhu | 32,307,346 | 1,005 | 200 | 493,441 | ||||
| Mark Sheffield | 32,307,450 | 901 | 200 | 493,441 |
| 2. | Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the ratification of the appointment of ZH CPA, LLC (“ZH CPA”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 32,795,463 | 1,683 | 4,846 | 0 |
| 3. | Proxies were solicited on behalf of the Board and a vote by ballot was taken for and against the approval of the Amendment. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 32,303,636 | 4,375 | 540 | 493,441 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit Number | Description | |
| 10.1 | Amendment No. 1 to the Massimo Group 2024 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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, hereunto duly authorized.
| Dated: April 24, 2025 | MASSIMO GROUP | |
| By: | /s/ David Shan | |
| Name: | David Shan | |
| Title: | Chief Executive Officer | |
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