Charlie's Holdings, Inc. 8-K

What Happened
Charlie’s Holdings, Inc. (CHUC) filed an 8-K on June 5, 2026 reporting results of its June 4, 2026 annual meeting. Stockholders approved a second amendment to the company’s 2019 Omnibus Equity Incentive Plan to add 15 million shares, and granted the board discretionary authority to effect a reverse stock split at a ratio between 1-for-3 and 1-for-50 within two years to facilitate a possible up-list to a national exchange. The meeting also ratified Urish Popeck & Co., LLC as the company’s independent auditor and reelected the full slate of director nominees for one-year terms.

Key Details

• Equity plan amendment: approved to increase shares available under the 2019 Plan by 15,000,000 shares (vote: For 208,263,954; Against 2,199,294; Abstain 187,405; Broker non-votes 17,908,420).
• Reverse split authority: approved discretionary board authority to combine shares at a ratio between 1-for-3 and 1-for-50, to be implemented (if at all) within two years (vote: For 226,451,340; Against 1,876,023; Abstain 231,710).
• Director elections: all nominees were reelected to one-year terms (examples: Ryan Stump For 210,409,963; Scot Cohen For 210,390,660; Jeffrey Fox For 210,410,765).
• Auditor ratification: Urish Popeck & Co., LLC ratified as independent registered public accounting firm for FY2026 (vote: For 228,243,644; Against 137,073; Abstain 178,356).

Why It Matters

• The 15M-share increase expands the pool of shares available for stock-based compensation, which can dilute existing shareholders over time as awards are granted.
• The reverse split authorization gives the board flexibility to reduce outstanding share count and raise the per-share price, a common step when pursuing a listing on a national exchange; the board controls the exact ratio and timing (within two years).
• Reelecting the current directors and ratifying the auditor maintain management continuity and the existing governance team while these strategic actions (equity plan expansion and potential reverse split) are available to the company.