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$HFFG·8-K

HF Foods Group Inc. · Jun 11, 4:52 PM ET

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HF Foods Group Inc. 8-K

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HF Foods Group Inc. Reports 2026 Annual Meeting Voting Results

What Happened
HF Foods Group Inc. (HFFG) filed an 8-K reporting the results of its annual meeting held June 5, 2026 (record date April 15, 2026). About 44,025,014 shares (82% of outstanding voting stock) were present or represented by proxy. Directors Xi "Felix" Lin and Jeffery Taylor received more votes against than for, but the Board and the Nominating and Governance Committee determined both should continue serving after learning an administrative error caused a significant stockholder to fail to submit ~1.4 million intended votes in favor. BDO USA, P.C. was ratified as the company’s auditor, and the advisory say-on-pay vote for 2025 compensation was not approved; stockholders also voted to hold future say-on-pay votes annually.

Key Details

  • Meeting date: June 5, 2026; record date: April 15, 2026; shares present/represented: 44,025,014 (82%).
  • Director votes:
    • Xi "Felix" Lin — For: 19,629,099; Against: 20,020,113; Abstain: 13,469; Broker non-votes: 4,362,333.
    • Richard Diaz — For: 19,913,312; Against: 19,687,949; Abstain: 61,420; Broker non-votes: 4,362,333.
    • Dennis Lam — For: 21,792,225; Against: 17,280,472; Abstain: 589,984; Broker non-votes: 4,362,333.
    • Jeffery Taylor — For: 19,194,335; Against: 20,466,587; Abstain: 1,759; Broker non-votes: 4,362,333.
  • Auditor ratification: BDO USA, P.C. ratified — For: 42,711,453; Against: 1,309,462; Abstain: 4,099.
  • Say-on-pay (advisory): executive compensation for 2025 not approved — For: 19,545,712; Against: 20,055,744; Abstain: 61,225; Broker non-votes: 4,362,333.
  • Say-on-pay frequency: stockholders selected annual votes — One Year: 26,643,323; Two Years: 56; Three Years: 13,017,869; Abstain: 1,433.
  • Board action: After review, Board retained Messrs. Lin and Taylor; each recused from deliberations concerning his own status.

Why It Matters
These results show active shareholder engagement on governance and executive pay. The failure of the say-on-pay vote is a concrete signal of shareholder disapproval of 2025 compensation and may prompt the company to address pay practices or engage more with investors. Close or negative director votes for two nominees (and the Board’s decision to retain them citing an administrative voting error and their roles/experience) highlight governance sensitivity and could affect investor confidence or future engagement. Auditor ratification preserves continuity with BDO USA, P.C. for 2026.

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