Foxx Development Holdings Inc. 8-K

What Happened

• Foxx Development Holdings Inc. filed an 8-K reporting results of its December 22, 2025 annual meeting. Stockholders elected five directors for terms through the 2026 annual meeting and ratified CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending June 30, 2026.
• Michelle Jie Shen was elected to the board and, upon her election on December 22, 2025, replaced independent director Yiqing Miao (who had notified the company on November 20, 2025 of her intent to step down). Ms. Shen will serve as chair of the audit committee and as a member of the nomination and compensation committees and has been designated an “audit committee financial expert.”
• Shareholders also approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (relating to Article X and the renunciation of the corporate opportunities doctrine); the Company filed a certificate of amendment that became effective upon filing on December 29, 2025.

Key Details

• Record date and attendance: 6,962,811 shares outstanding on record date (Nov 28, 2025); 5,090,650 shares present in person or by proxy at the meeting.
• Director vote for Michelle Jie Shen: 5,081,507 votes for, 412 against, 8,731 abstentions.
• Auditor and charter amendment votes: each approved by votes of 5,081,899 for, 270 against, and 8,481 abstentions.
• Ms. Shen’s background: over 20 years in financial management roles (current Finance Business Partner, Ultrasound North America Region at Philips since April 2025); holds a Master’s in Accounting and Finance and is qualified under SEC/Nasdaq standards as an audit committee financial expert.

Why It Matters

• Governance: The board change places an experienced finance executive and an SEC‑recognized audit committee financial expert as audit committee chair, which can strengthen financial oversight and reporting governance.
• Corporate charter change: The certificate amendment addressing corporate opportunities alters the legal framework for director duties under Delaware law; while procedural, it is a material governance change investors should note.
• Auditor ratification: Shareholder ratification of CBIZ CPAs P.C. confirms the firm for FY 2026 audit work, a routine but important step for continuity in external financial review.