SCWorx Corp. 8-K

What Happened

• SCWorx Corp. (WORX) filed an 8-K on July 23, 2026 reporting final voting results from its July 22, 2026 Annual Meeting of Stockholders.
• All four director nominees — Timothy A. Hannibal, Troy Kirchenbauer, Vincent Matozzo and Michael Burke — were elected, each receiving roughly 176,379–176,380 votes in favor and no votes recorded against.
• The non-binding advisory vote on executive compensation (say-on-pay) received 112,820 votes for and 128,981 votes against (1,394 abstentions).
• Stockholders ratified Astra Audit & Advisory, LLC as the independent auditor for 2026 with 446,290 votes for, 24,963 against and 2,174 abstentions.
• A proposed amendment to the certificate of incorporation to allow a reverse stock split (ratio to be set by the board between 1/1.5 and 1/20 to seek Nasdaq compliance) received 289,591 votes for, 183,285 against and 551 abstentions.

Key Details

• Date of meeting: July 22, 2026; 8‑K filed July 23, 2026.
• Director election votes: each nominee ~176,379–176,380 votes in favor; no votes recorded against.
• Say-on-pay: 112,820 For / 128,981 Against / 1,394 Abstain (advisory/non-binding).
• Auditor ratification: 446,290 For / 24,963 Against / 2,174 Abstain.
• Reverse split proposal: 289,591 For / 183,285 Against / 551 Abstain; would authorize board to implement a reverse split between 1.5:1 and 20:1 if needed to meet Nasdaq Rule 5550(a)(2) $1.00 minimum bid requirement.

Why It Matters

• Director continuity: the re-election of the four directors maintains current board leadership and oversight.
• Say-on-pay fallout: a majority voted against the executive compensation disclosure (non-binding), signaling shareholder dissatisfaction that the company and investors may need to address in future pay practices or disclosures.
• Auditor ratification removes uncertainty about 2026 financial statement auditing and continuity in external reporting.
• Reverse split authorization (if acted upon by the board) could change the company’s share count and per‑share price to try to regain Nasdaq minimum bid compliance; investors should monitor any board action and potential effects on liquidity and share ownership.