Smartbird, Inc. Reports Annual Meeting Voting Results

What Happened

• Smartbird, Inc. filed an 8-K reporting the results of its Annual Meeting of Stockholders held September 30, 2026. Stockholders voted on five proposals, including election of Class II directors, an amendment to the 2021 Equity Incentive Plan, approval related to convertible note conversions under Nasdaq rules, ratification of the independent auditor, and authorization to adjourn the meeting if needed.

Key Details

• Director elections (to hold office until the 2029 Annual Meeting): Daniel Kasun — For 24,767,216; Withheld 35,207. Elizabeth Mora — For 24,766,024; Withheld 36,399.
• 2021 Equity Incentive Plan amendment (increase shares authorized): For 18,378,187; Against 946,000; Abstained 5,478,236.
• Nasdaq Rule 5635(d) approval (issuance >19.99% upon conversion of certain Convertible Notes): For 24,725,914; Against 72,874; Abstained 3,635.
• Ratification of BPM LLP as independent auditor for FY 2026: For 27,601,747; Against 92,479; Abstained 305,413. Adjournment authority (to solicit additional proxies if needed): For 26,605,116; Against 1,352,622; Abstained 41,901.

Why It Matters

• Board continuity: The Class II directors received strong support, maintaining current board membership through 2029.
• Potential dilution: Shareholders approved an increase in shares available under the 2021 Equity Incentive Plan and approved the issuance related to convertible note conversions under Nasdaq rules — both actions could result in additional shares being issued, which may dilute existing holders.
• Compliance and governance: Ratifying BPM LLP as the auditor and approving adjournment authority are routine governance items that support ongoing SEC/Nasdaq compliance and give the company flexibility to gather votes if needed.