8-KAccepted Oct 6, 4:15 PM ET
XCF Global: increases authorized Class A common stock to 1,700,000,000
Accepted (ET)
4:15 PM
Oct 6, 2026
Filed
Oct 6, 2026
Documents
12
Size
228.8 KB
Summary
XCF Global: increases authorized Class A common stock to 1,700,000,000
What happened
- XCF Global, Inc. reported that its stockholders approved Proposal 1 at a special meeting held Oct 5, 2026, and on Oct 5, 2026 the company filed a certificate of amendment to increase authorized shares of Class A Common Stock from 500,000,000 to 1,700,000,000, effective upon filing.
- The company held a virtual special meeting on Oct 5, 2026 at which 292,412,906 shares of Common Stock (70.4% of 415,296,896 shares outstanding as of the Sep 25, 2026 record date) were represented, and stockholders voted on 5 proposals described in the company’s Proxy Statement/Prospectus.
Key details
- Amendment filed Oct 5, 2026: authorized Class A Common Stock increased from 500,000,000 to 1,700,000,000; filed as Exhibit 3.1 to the Form 8-K.
- Shares represented at the special meeting: 292,412,906 shares, which is 70.4% of 415,296,896 shares outstanding as of Sep 25, 2026.
- Proposal 1 (increase authorized Class A shares) voting: For 286,810,803; Against 5,542,237; Abstentions 59,866.
- Proposal 2 (approve potential issuance of 19.99% or more of outstanding shares under business combination) voting: For 287,161,873; Against 5,208,824; Abstentions 42,209.
- Proposal 3 (elect post-closing board members) voting by nominee:
- Christopher Cooper: For 292,297,592; Withhold 115,314.
- Chad J. Langley: For 292,265,000; Withhold 147,906.
- John Wharton: For 292,270,450; Withhold 142,456.
- Wray Thorn: For 291,631,055; Withhold 781,851.
- Sanford Cockrell: For 292,217,276; Withhold 195,630.
- Si-Yeon Kim: For 292,196,644; Withhold 216,262.
- Carl Stanton: For 292,129,715; Withhold 283,191.
- Proposal 4 (increase shares reserved under 2025 equity incentive plan to 80,000,000) voting: For 280,192,521; Against 11,909,931; Abstentions 310,454.
- Proposal 5 (approve adjournment if needed) voting: For 287,215,108; Against 4,897,570; Abstentions 300,228. An adjournment was not necessary because there were sufficient votes in favor of Proposals 1, 2, 3 and 4.
Why it may matter
- Item reported: Item 5.03 (amendments to articles of incorporation) and Item 5.07 (submission of matters to a vote of security holders). Item 5.03 covers the filed certificate of amendment increasing authorized Class A Common Stock. Item 5.07 covers the special meeting, quorum, and vote totals for each of the 5 proposals.
- The filing does not state why the company acted.