XMax Inc. 8-K

What Happened

• XMax Inc. held its 2026 Annual Meeting of Shareholders on June 5, 2026 and filed an 8-K reporting the results. A quorum was present.
• Six directors were re-elected to serve until the 2027 annual meeting: Umesh Patel; Xiaohua Lu; Yizhou (Steven) Zhao; Ming-Cherng Sky Tsai; Wen Tao; and Matthew Beck. Each nominee received a majority of votes cast. Broker non-votes for the director elections totaled 5,752,115 shares.
• Shareholders ratified the appointment of Enrome LLP as the company’s independent registered public accounting firm for fiscal year 2026.
• The advisory (non-binding) "say-on-pay" vote for named executive officer compensation passed, and shareholders also voted (by a majority of votes cast) in favor of holding the advisory pay vote every year; the Board intends to hold annual advisory votes going forward.

Key Details

• Director vote highlights (For votes): Umesh Patel 12,332,165; Xiaohua Lu 12,470,649; Yizhou (Steven) Zhao 12,451,556; Ming-Cherng Sky Tsai 12,404,876; Wen Tao 12,470,618; Matthew Beck 12,470,732. Broker non-votes: 5,752,115.
• Auditor ratification: Enrome LLP approved with 18,214,504 For, 7,189 Against, 1,770 Abstain.
• Advisory pay vote (say-on-pay): For 12,467,949; Against 928; Abstain 2,471; Broker non-votes 5,752,115.
• Advisory vote on frequency: 1 year received 12,468,727 votes, vs. 2 years 2,083 and 3 years 417; the Board will hold annual advisory votes.

Why It Matters

• Board continuity: Re-election of all six directors maintains current leadership and governance continuity through 2027.
• Audit oversight: Ratifying Enrome LLP establishes the auditor for 2026 financial reporting and controls who will audit the company’s financial statements.
• Executive pay and governance: The passed advisory say-on-pay and the shareholder preference for annual votes signal shareholder approval of the company’s executive compensation practices and mean the company intends to solicit non-binding shareholder input on pay each year.
• Voting context: A large number of broker non-votes (5,752,115) appeared on several proposals, which affects the share totals reported for matters where brokers did not have discretionary voting authority.