Reliance Global Group, Inc. 8-K

What Happened

• Reliance Global Group, Inc. (EZRA) held its 2026 Annual Meeting of Stockholders via webcast on May 6, 2026. The record date was March 5, 2026, with 21,253,013 shares outstanding. 9,591,634 shares (about 45.13%) were present or represented by proxy, establishing a quorum.
• Five director nominees were re-elected to serve until the 2027 annual meeting: Ezra Beyman (3,409,300 For; 279,979 Abstain; 5,902,355 broker non-votes), Alex Blumenfrucht (3,296,777 For; 392,502 Abstain; 5,902,355 broker non-votes), Scott Korman (3,300,626 For; 388,653 Abstain; 5,902,355 broker non-votes), Ben Fruchtzweig (3,275,234 For; 414,045 Abstain; 5,902,355 broker non-votes), and Sheldon Brickman (3,332,419 For; 356,860 Abstain; 5,902,355 broker non-votes).
• Stockholders ratified Urish Popeck & Co., LLC as the company’s independent registered public accounting firm for fiscal 2026 and approved two corporate actions related to equity: (1) an amendment to the 2025 Equity Incentive Plan increasing the available shares by 14,000,000 (from 2,000,000 to 16,000,000), and (2) approval of share issuance in excess of Nasdaq’s Exchange Cap related to a Common Stock Purchase Agreement dated August 26, 2025.

Key Details

• Shares outstanding (record date): 21,253,013; shares represented at meeting: 9,591,634 (45.13%).
• Auditor ratification vote: 9,156,532 For; 105,481 Against; 329,621 Abstained.
• 2025 Equity Incentive Plan amendment vote: 2,780,312 For; 789,931 Against; 119,036 Abstained; 5,902,355 broker non-votes.
• Approval of excess-share issuance under Nasdaq Rule 5635(d): 2,865,554 For; 717,894 Against; 105,831 Abstained; 5,902,355 broker non-votes.

Why It Matters

• Re-election of the board provides continuity in management and strategy through 2027. Ratifying the auditor confirms the firm that will handle financial statement audits for fiscal 2026.
• The approved 14M-share increase to the equity incentive plan materially expands the pool of shares available for grants to employees, directors, or others—potentially dilutive if those shares are issued. The Nasdaq Rule 5635(d) approval allows the company to proceed with issuing shares beyond the exchange cap under its existing Common Stock Purchase Agreement, which may affect future ownership percentages.
• High broker non-vote totals on non-routine matters indicate many shares held by broker-controlled accounts did not vote on those items; this can influence the voting dynamics for similar proposals in future meetings.