XBP Global Holdings, Inc. 8-K

What Happened XBP Global Holdings, Inc. announced the results of its 2026 annual meeting of stockholders held May 29, 2026 (record date April 21, 2026). There were 11,768,050 shares of common stock outstanding and entitled to vote, and approximately 85.92% of outstanding shares were represented at the meeting. The Company reported vote totals for the Board nominees, ratification of UHY LLP as independent auditor for 2026, an advisory (non-binding) say-on-pay vote on executive compensation, and an advisory vote on the frequency of future say-on-pay votes.

Key Details

• Shares outstanding and turnout: 11,768,050 shares entitled to vote; ~85.92% represented at the meeting.
• Director votes (For / Withheld; broker non-votes = 577,920):
  • Par Chadha: 3,690,975 For / 5,842,383 Withheld
  • Andrej Jonovic: 8,130,779 For / 1,402,579 Withheld
  • Randal Klein: 5,591,900 For / 3,941,458 Withheld
  • Regina Paolillo: 8,372,081 For / 1,161,277 Withheld
  • Robert Pryor: 5,591,905 For / 3,941,453 Withheld
  • James Reynolds: 4,597,650 For / 4,935,708 Withheld
  • Sanjay Srivastava: 5,591,899 For / 3,941,459 Withheld
• Auditor ratification: UHY LLP ratified as the Company’s independent registered public accounting firm for 2026 — 9,464,489 For; 642,788 Against; 4,001 Abstained.
• Say-on-pay (advisory): 8,208,462 For; 1,323,885 Against; 1,011 Abstained; broker non-votes 577,920.
• Say-on-pay frequency (advisory): 1-year option received 9,200,507 votes (vs. 333 for 2 years and 488 for 3 years); the Board will hold say-on-pay votes annually through at least the 2032 meeting.

Why It Matters These governance votes affect shareholder influence over board composition, executive pay oversight, and auditing continuity. The auditor ratification preserves continuity of the audit relationship; the advisory say-on-pay passed in favor of management’s compensation approach and, by shareholder preference for a one-year frequency, requires the company to present executive compensation for an advisory vote annually (next required frequency vote no later than 2032). Investors should note the mixed director vote totals reported for individual nominees, which reflect differing shareholder support levels for specific board members.