INTELLINETICS, INC. 8-K

What Happened

• Intellinetics, Inc. (INLX) held its 2026 Annual Meeting of Stockholders on June 25, 2026 and filed an 8-K reporting the voting results. There were 4,458,863 shares outstanding as of the April 28, 2026 record date and 2,242,308 shares were present in person or by proxy, constituting a quorum.
• All five nominees were elected as directors for one-year terms: Michael N. Taglich, John Guttilla, Stanley P. Jaworski, Jr., Paul Seid, and Russell Bernier. Shareholder votes also approved amendments to the company’s 2024 Equity Incentive Plan and 2023 Non-Employee Director Compensation Plan, approved advisory (non-binding) say-on-pay and say-on-frequency votes, and ratified GBQ Partners LLC as the independent registered public accounting firm for fiscal 2026.

Key Details

• Shares outstanding (record date): 4,458,863; shares present/voting: 2,242,308 (quorum).
• Directors elected — For votes ranged from 1,858,427 to 1,915,744; withheld votes ranged up to 60,700.
• 2024 Equity Incentive Plan amendment (increase to 917,157 shares) — For: 1,877,645; Against: 41,351; Abstain: 132; Broker non-votes: 323,180.
• 2023 Director Compensation Plan amendment (increase to 302,863 shares) — For: 1,849,951; Against: 69,094; Abstain: 84; Broker non-votes: 323,179.
• Advisory Say-on-Pay — For: 1,882,195; Against: 32,871; Abstain: 4,063; Broker non-votes: 323,179.
• Advisory Say-on-Frequency — Majority preferred every three years: Every Three Years votes: 1,314,942 (other options: 148,912 for every one year; 36,839 for every two years).
• Ratification of auditor (GBQ Partners LLC) — For: 2,242,149; Against: 111; Abstain: 48.

Why It Matters

• Board continuity: Re-election of the five directors keeps existing governance in place for the coming year.
• Potential dilution: Approvals to increase authorized share pools for the equity incentive plan and director compensation plan expand shares available for grants, which could dilute existing shareholders if and when new awards are issued.
• Governance signals: The advisory say-on-pay passed, and shareholders favored a triennial advisory vote on executive compensation; both are non-binding but indicate shareholder sentiment on pay practices.
• Auditor ratification: Stockholder ratification of GBQ Partners LLC confirms the company’s independent accounting oversight for fiscal 2026.

Keywords: annual meeting, directors elected, equity incentive plan, director compensation plan, say-on-pay, auditor ratified, shareholder vote.