Fusemachines Inc. 8-K

What Happened

• On June 9, 2026 Fusemachines Inc. held its 2026 Annual Meeting of Stockholders. A quorum was present: 24,896,070 shares were represented, or approximately 86.0% of the 28,938,266 shares entitled to vote.
• Shareholders elected Salman Alam, Bharat Krish and Tim Gocher as Class I directors for three-year terms. They approved an amendment to the Company’s 2025 Omnibus Equity Incentive Plan to add 2,000,000 shares (bringing the plan total to 3,500,000 shares). Shareholders also ratified KNAV CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Key Details

• Director elections (votes For / Withheld / Broker Non-Votes): Bharat Krish 20,983,953 / 617,274 / 3,294,843; Tim Gocher 11,228,062 / 10,373,165 / 3,294,843; Salman Alam 20,983,989 / 617,238 / 3,294,843.
• Equity plan amendment: 11,215,677 votes For, 10,384,348 Against, 1,202 Abstentions, and 3,294,843 Broker Non-Votes. The amendment increases the plan by 2,000,000 shares to a total of 3,500,000 shares.
• Auditor ratification: 24,874,384 For, 4,056 Against, 17,630 Abstentions.

Why It Matters

• Board and governance: The election of three Class I directors sets the Company’s board composition for the next three years and affects oversight and strategic direction.
• Shareholder dilution and compensation: The approved increase to the Omnibus Equity Incentive Plan expands the pool of shares available for grants to employees, directors and consultants (potential dilution); the close vote totals on the amendment indicate notable shareholder concern or disagreement.
• Audit continuity: Ratifying KNAV CPA LLP provides continuity for the Company’s external audit for FY 2026.