Fold Holdings, Inc. 8-K

What Happened

• Fold Holdings, Inc. (FLD) held its Annual Meeting of Stockholders on May 19, 2026 and filed the voting results on Form 8-K on May 20, 2026.
• Two Class I director nominees — Bracebridge H. Young, Jr. and Andrew Hohns — were elected to serve until the 2029 annual meeting (or until their successors qualify).
• Stockholders also voted to ratify CBIZ CPAs P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Key Details

• Director election votes:
  • Bracebridge H. Young, Jr.: For 24,556,161; Withheld 494,551; Broker non-votes 7,633,676.
  • Andrew Hohns: For 24,699,618; Withheld 351,094; Broker non-votes 7,633,676.
• Auditor ratification vote: For 31,065,214; Against 1,503,845; Abstentions 115,329.
• Meeting date: May 19, 2026; directors’ terms: through the 2029 annual meeting.

Why It Matters

• Election of the two Class I directors secures board composition and governance continuity through 2029, which can affect strategic oversight and corporate decisions.
• Ratification of CBIZ CPAs P.C. provides continuity for the company’s independent audit oversight and financial reporting for fiscal 2026.
• The presence of substantial broker non-votes in the director election indicates a portion of shares did not vote on director matters (common with certain brokerage-held shares), but the nominees still received a majority of votes cast.