Fabric.AI, Inc. 8-K

What Happened

• Fabric.AI, Inc. (FABC) filed an 8-K on June 25, 2026 reporting results of its June 18, 2026 Annual Meeting of stockholders.
• Stockholders approved the fifth amendment to the Fabric.AI Long‑Term Incentive Plan, increasing the number of shares available for awards by 4,600,000 to a total of 5,000,000 shares. The amendment is filed as Exhibit 10.1 to the 8-K.
• All five director nominees — Joshua Silverman, Wayne R. Walker, Sebastian Giordano, Zvi Joseph and Greg Schiffman — were elected to one‑year terms. The company also ratified Stephano Slack LLC as its independent registered public accounting firm for fiscal 2026 and approved several other proposals described in the proxy.

Key Details

• Record date and voting base: as of April 22, 2026 there were 1,455,975 shares of Common Stock outstanding (entitled to 1,455,975 votes). Preferred series and their voting power were reported separately.
• Incentive Plan Amendment vote: For 746,560 / Against 23,549 / Abstain 697 — increases plan authorization by 4,600,000 shares (new total 5,000,000).
• Other notable votes: approval under Nasdaq Rule 5635(d) for planned issuances (For 749,771 / Against 16,235 / Abstain 4,800); ratification of auditor (For 769,211 / Against 1,277 / Abstain 318); advisory say‑on‑pay (For 752,517).
• Advisory say‑on‑frequency: stockholders preferred holding advisory votes on executive compensation every three years (Three Years received 695,109 votes); the board adopted a three‑year frequency and will revisit after the next vote (expected 2032 unless earlier).

Why It Matters

• The incentive plan increase is material relative to current common shares outstanding: the board added 4.6 million shares to a plan while only ~1.46 million common shares were outstanding as of the record date, creating meaningful potential for future dilution if awards or issuances occur under the plan or related financings.
• Director re‑elections and auditor ratification indicate continuity in governance and external oversight.
• The board’s adoption of a triennial advisory vote on executive compensation reflects the stockholder preference signaled at the meeting and sets the cadence for future non‑binding compensation votes.