VERDE RESOURCES, INC. 8-K

What Happened
Verde Resources, Inc. (VRDR) filed an 8‑K reporting the results of its 2026 Annual Meeting of Stockholders held on February 25, 2026. As of the record date (Dec. 26, 2025) there were 1,294,224,767 shares outstanding; 1,015,774,480 shares (≈78.49%) were represented, establishing a quorum. Stockholders elected Jack Wong, Eric Bava, Karl Strahl and Raymond Lee Powell to one‑year terms, ratified the company’s auditor, approved the company’s executive compensation on a non‑binding basis and approved multiple amendments to the company’s proposed amended and restated Articles of Incorporation, including adoption of the Verde Resources, Inc. 2026 Equity Incentive Plan.

Key Details

• Shares outstanding and quorum: 1,294,224,767 outstanding; 1,015,774,480 represented (≈78.49%).
• Director elections (votes FOR / WITHHELD / broker non‑votes):
  • Jack Wong: 1,005,042,035 FOR; 534,283 WITHHELD; 10,198,162 broker non‑votes.
  • Eric Bava: 1,005,542,034 FOR; 34,284 WITHHELD; 10,198,162 broker non‑votes.
  • Karl Strahl: 1,005,575,284 FOR; 1,034 WITHHELD; 10,198,162 broker non‑votes.
  • Raymond Lee Powell: 1,005,542,035 FOR; 34,283 WITHHELD; 10,198,162 broker non‑votes.
• Auditor ratified: J&S Associate PLT ratified (1,014,890,015 FOR; 128,913 AGAINST; 755,552 abstentions).
• Say‑on‑Pay & frequency: Advisory approval of executive compensation (1,004,786,131 FOR); stockholders chose a three‑year frequency for future advisory votes (three years: 582,684,158 votes).
• Corporate governance and charter items approved: authority to fix preferred stock rights; establish board size and vacancy procedures; opt‑outs from certain Nevada statutes relating to control acquisitions and combinations; director/officer liability and indemnification provisions; and adoption of the 2026 Equity Incentive Plan (1,004,800,356 FOR).

Why It Matters
These votes confirm board continuity (four directors re‑elected) and ratify the company’s auditor and compensation approach (non‑binding). The stockholder approvals finalized several proposed charter changes and authorized the 2026 Equity Incentive Plan, which are material governance and compensation actions disclosed to investors. Retail investors should note the voting outcomes and the corporate authorities granted by these approvals, as they affect the company’s governance framework and its ability to implement equity‑based compensation.