Red Cat Holdings, Inc. 8-K

What Happened

• Red Cat Holdings, Inc. filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held June 18, 2026 (record date April 23, 2026). There were 122,051,175 shares of common stock outstanding and 71,433,137 shares represented at the meeting.
• Stockholders voted on: (1) election of five directors (vote totals reported for each nominee), (2) ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026, and (3) a non‑binding advisory vote to approve executive compensation ("say-on-pay").

Key Details

• Record date and turnout: 122,051,175 shares outstanding as of April 23, 2026; 71,433,137 shares present in person or by proxy at the meeting.
• Director vote totals (For / Withheld / Broker Non-Votes):
  • Jeffrey M. Thompson: 21,607,419 / 15,652,033 / 34,173,685
  • Joseph Freedman: 17,225,491 / 20,033,961 / 34,173,685
  • Nicholas Liuzza Jr.: 14,348,726 / 22,910,726 / 34,173,685
  • Christopher R. Moe: 17,592,054 / 19,667,398 / 34,173,685
  • Gen. (R) Paul E. Funk II: 14,585,509 / 22,673,943 / 34,173,685
• Auditor ratification (Proposal 2): KPMG LLP was ratified — For: 70,445,245; Against: 613,920; Abstentions: 373,972.
• Say-on-pay (Proposal 3): the non-binding advisory vote to approve executive compensation did not receive a majority of votes cast — For: 15,194,017; Against: 21,304,013; Abstentions: 761,422; Broker non-votes: 34,173,685. The Compensation Committee said it may retain an independent advisor and will consider the vote in future decisions.

Why It Matters

• Board and governance: Investors should note the detailed vote splits on director nominees and the large number of broker non-votes, which affect the counts used to decide contested governance matters. Review of any contested or close director votes can be important for future board composition and oversight.
• Executive pay signal: The failure of the advisory "say-on-pay" vote signals substantial shareholder dissatisfaction with executive compensation levels or structure; the company’s Compensation Committee said it will consider the result and may engage an independent advisor.
• Auditor continuity: Ratification of KPMG maintains continuity in external audit coverage for fiscal 2026, reducing near-term audit-related uncertainty.

For more detail, refer to Red Cat’s 8‑K filed June 25, 2026, which lists the full vote totals reported at the meeting.