Grindr Inc. 8-K

What Happened

• Grindr Inc. (GRND) filed an 8-K reporting the results of its 2026 Annual Meeting held June 2, 2026 (record date April 9, 2026; 177,218,700 shares outstanding). A quorum was present. Eight directors were re-elected, Ernst & Young LLP was ratified as independent auditor, and the company’s 2022 Equity Incentive Plan was amended and restated and approved by stockholders. Major stockholder and director G. Raymond Zage, III refrained from voting 15,850,593 shares on each proposal per terms related to the company’s stock repurchase program.

Key Details

• Shares outstanding (record date): 177,218,700.
• Director elections: eight directors re-elected (George Arison; Daniel Brooks Baer; Chad Cohen; J. Michael Gearon, Jr.; Lisa Gersh; Fadi Hanna; Rob Solomon; G. Raymond Zage, III). Example tallies: George Arison — 124,989,002 votes for; votes withheld ranged ~16.6M; broker non-votes ~8.67M.
• Auditor ratification: Ernst & Young LLP ratified — Votes For: 134,312,043; Against: 43,252; Abstentions: 15,870,189.
• Equity plan amendment approved: Votes For: 125,330,925; Against: 354,048; Abstentions: 15,868,281; Broker non-votes: 8,672,230.
• Advisory (say-on-pay): Approved on an advisory basis — Votes For: 99,524,561; Against: 26,157,979; Abstentions: 15,870,714; Broker non-votes: 8,672,230.
• Say-on-frequency: stockholders selected "ONE YEAR" (124,932,009 votes); the Board will hold annual advisory votes on executive compensation (next mandatory frequency vote no later than 2032).

Why It Matters

• Board and governance continuity: Re-election of the full slate of directors and ratification of the auditor maintain current governance and oversight continuity for shareholders.
• Equity plan approval: Approval of the amended and restated 2022 Equity Incentive Plan affects future equity awards and dilution potential for shareholders; investors should monitor grant activity tied to this plan.
• Executive pay oversight: The advisory say-on-pay passed and the Board confirmed annual advisory votes, signaling ongoing shareholder input on executive compensation.
• Voting dynamics: Large abstentions and broker non-votes (and the withheld votes from a major stockholder) influenced tallies; retail investors should note how non-voting and related-party vote limitations can affect outcomes.