authID Inc. 8-K

What Happened

• authID Inc. (AUID) held its Annual Meeting on July 6, 2026 (virtual). Of 16,132,487 shares outstanding as of the May 7, 2026 record date, 9,258,448 shares were represented, establishing a quorum.
• Six director nominees were elected: Rhoniel A. Daguro; Ken Jisser; Michael L. Koehneman; Kunal Mehta; Ram Menghani; and Jacqueline L. White. Vote totals (For / Withheld / Broker Non-Votes) were:
  • Rhoniel A. Daguro: 3,681,031 / 682,128 / 4,958,289
  • Ken Jisser: 3,740,631 / 559,528 / 4,958,289
  • Michael L. Koehneman: 3,811,987 / 488,172 / 4,958,289
  • Kunal Mehta: 3,665,033 / 635,126 / 4,958,289
  • Ram Menghani: 3,800,558 / 499,601 / 4,958,289
  • Jacqueline L. White: 3,491,821 / 808,338 / 4,958,289
• The appointment of Cherry Bekaert LLP as the Company’s independent auditor for fiscal 2026 was ratified (For: 8,387,540; Against: 865,657; Abstain: 5,251).
• The Company’s 2026 Equity Incentive Plan was approved and 3,500,000 shares of Common Stock were authorized for issuance under the plan (For: 3,369,079; Against: 926,769; Abstain: 4,311; Broker Non-Votes: 4,958,289).

Key Details

• Shares outstanding (record date): 16,132,487; shares represented at meeting: 9,258,448 (quorum).
• Six directors elected with the vote totals listed above; substantial broker non-votes (4,958,289) were recorded across director and plan votes.
• Auditor ratified: Cherry Bekaert LLP for FY2026 (approved by majority of votes cast).
• 2026 Equity Incentive Plan authorized 3,500,000 shares — approximately 3.5M shares (≈21.7% of outstanding shares as of May 7, 2026).

Why It Matters

• Board continuity: Election of the six nominees determines the Company’s board composition and governance direction through their terms.
• Auditor continuity: Ratification of Cherry Bekaert LLP confirms the accounting firm that will audit fiscal 2026 results, relevant for financial reporting oversight.
• Shareholder dilution potential: Approval of the 2026 Equity Incentive Plan authorizes up to 3.5M shares for awards, which could dilute existing shareholders if fully issued (about 21.7% of shares outstanding at the record date).
• Vote context: Large broker non-votes indicate many shares were represented but not voted on certain proposals, which affects the share counts used to determine outcomes.