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8-KAccepted Sep 23, 4:30 PM ET

PodcastOne, Inc. Reports 2026 Annual Meeting Results

PODCPodcastOne, Inc.

Accepted (ET)

4:30 PM

Sep 23, 2026

Filed

Sep 23, 2026

Documents

11

Size

204.3 KB

Summary

PodcastOne, Inc. Reports 2026 Annual Meeting Results

Updated

What Happened
PodcastOne, Inc. held its 2026 Annual Meeting of Stockholders on September 17, 2026 (reported in an 8‑K filed September 23, 2026) and announced the election of all seven director nominees, approval to increase the shares reserved under its 2022 Equity Incentive Plan to 4,000,000 shares, and ratification of its independent auditor. The seven directors elected and their vote tallies were: Robert S. Ellin — For 23,593,959; Withheld 16,263; Broker Non‑Vote 2,282,373; James Berk — For 22,981,117; Withheld 629,105; Broker Non‑Vote 2,282,373; Jay Krigsman — For 23,594,685; Withheld 15,537; Broker Non‑Vote 2,282,373; Ramin Arani — For 23,303,396; Withheld 306,826; Broker Non‑Vote 2,282,373; Patrick Wachsberger — For 23,595,008; Withheld 15,214; Broker Non‑Vote 2,282,373; Carolyn Blackwood — For 23,595,146; Withheld 15,076; Broker Non‑Vote 2,282,373; Jon Merriman — For 23,606,929; Withheld 3,293; Broker Non‑Vote 2,282,373.

Key Details

  • The stockholders approved increasing the shares reserved under the 2022 Equity Incentive Plan to 4,000,000: For 23,113,466; Against 466,953; Abstained 29,802; Broker Non‑Vote 2,282,375.
  • Macias Gini & O’Connell, LLP was ratified as the company’s independent registered public accounting firm for the fiscal year ending March 31, 2027: For 25,891,471; Against 671; Abstained 453.
  • Stockholders approved an adjournment authority if needed to solicit additional votes: For 25,586,865; Against 304,953; Abstained 773.
  • No other matters were voted on at the meeting.

Why It Matters
The results confirm board continuity with all seven nominees elected, which matters for management and strategic direction. The approved increase to 4,000,000 shares under the 2022 Equity Incentive Plan gives the company room to grant stock-based awards (which can lead to future dilution as those shares are issued). Ratification of the independent auditor is a routine governance item that preserves reporting continuity. Broker non‑votes on certain proposals indicate some institutional or broker-held shares did not vote on non‑routine matters, which can affect vote outcomes for corporate actions.

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