$GAIA·8-K

GAIA, INC · Apr 29, 5:10 PM ET

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GAIA, INC 8-K

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GAIA, Inc. Reports 2026 Annual Meeting Director Elections

What Happened
GAIA, Inc. filed a Form 8‑K reporting that it held its Annual Meeting of Shareholders on April 23, 2026. Shareholders elected six directors to serve until the 2027 annual meeting (or until their successors are elected): Jirka Rysavy, Kristin Frank, Keyur Patel, Paul Sutherland, Anaal Udaybabu, and Kimberly Arem. Each nominee received a majority of votes cast (see counts below). In addition, shareholders approved a non‑binding advisory proposal to approve GAIA’s executive compensation (say‑on‑pay).

Key Details

  • Annual Meeting date: April 23, 2026; Form 8‑K filed April 29, 2026 and signed by CFO Ned Preston.
  • Director vote totals:
    • Jirka Rysavy: 62,001,836 For; 3,454,356 Withheld
    • Kristin Frank: 62,021,850 For; 3,434,342 Withheld
    • Keyur Patel: 62,041,832 For; 3,414,360 Withheld
    • Paul Sutherland: 61,775,037 For; 3,681,155 Withheld
    • Anaal Udaybabu: 62,041,738 For; 3,414,454 Withheld
    • Kimberly Arem: 61,900,924 For; 3,555,268 Withheld
  • Advisory vote on executive compensation (Proposal 2): 10,402,490 For; 783,952 Against; 8,068 Withheld (≈93% of votes cast were For).

Why It Matters
Board elections and say‑on‑pay outcomes are governance signals for investors. The re‑election of all six directors maintains board continuity through 2027, and the strong advisory approval of executive compensation indicates shareholder support for the company’s pay practices. Note that the say‑on‑pay vote is non‑binding, but a high approval percentage reduces the likelihood of near‑term governance pressure related to executive pay.

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