FG Nexus Inc. 8-K

What Happened
FG Nexus Inc. (FGNX) filed an 8-K reporting that its annual meeting was adjourned twice (Dec 17 and Dec 19, 2025) and ultimately held on Dec 30, 2025. On the record date (Oct 22, 2025) there were 42,215,225 shares entitled to vote; 21,670,231 shares (51.33%) were represented at the meeting, establishing a quorum. All nine director nominees named in the company’s Oct 31, 2025 proxy statement were elected. The company also reported that Proposal 2 (ratification of Haskell & White LLP as auditor) was not presented because the company had engaged BPM LLP as its independent registered public accounting firm on Dec 10, 2025. A non-binding advisory vote on executive compensation was approved by shareholders.

Key Details

• Record date: Oct 22, 2025 — 42,215,225 shares entitled to vote; quorum present with 21,670,231 shares (51.33%).
• Directors: Nine nominees were elected; votes in favor for nominees ranged roughly from ~18.06M to ~18.53M shares, with 3,011,500 broker non-votes reported.
• Auditor change: On Dec 10, 2025 the company engaged BPM LLP as its independent registered public accounting firm for the fiscal year ending Dec 31, 2025; as a result, the auditor ratification proposal was not presented and votes on it were disregarded.
• Executive compensation (advisory): FOR 17,594,033; AGAINST 193,773; ABSTAIN 870,925; Broker non-votes 3,011,500.

Why It Matters
This filing confirms the company completed its delayed annual meeting and secured board continuity by electing all nine nominees, which affects governance and oversight going forward. The engagement of BPM LLP as the new auditor is a material operational change for financial reporting and audit oversight for FY2025. The advisory approval of executive compensation indicates shareholder support for the company’s named executive officers’ pay package (though advisory votes are non-binding). Investors should note the presence of significant broker non-votes (3,011,500), which can affect vote outcomes where broker discretionary authority is limited.