SharonAI Holdings, Inc. 8-K

What Happened
SharonAI Holdings, Inc. announced that on January 12, 2026 its Board appointed Alexander Andrew Kelton as a Class III director effective immediately to fill a board vacancy. Mr. Kelton will serve until the company’s 2028 annual meeting and has been named to the Nominating & Corporate Governance, Compensation and Audit Committees. The company filed a Director Appointment Letter dated January 13, 2026 as a material agreement describing his compensation.

Key Details

• Appointment date: January 12, 2026; term ends at the 2028 annual meeting.
• Compensation per Director Appointment Letter: one-time RSU grant valued at $50,000; additional RSUs valued total $450,000 vesting $150,000 after each of 12, 24 and 36 months; annual cash retainer of $25,000.
• Committee assignments: Nominating & Corporate Governance, Compensation, and Audit.
• Background: ~40 years in information & communications technology; current/past roles include Non‑Executive Chairman at Leading Edge Data Centres and Locate Technologies (ASX:LOC), Non‑Executive Director of Superloop, and senior roles at T‑Mobile, Telstra International and DocuSign.
• The Director Appointment Letter is filed as Exhibit 10.1 to the 8‑K; the company reports no related‑party transactions or arrangements that are reportable under Item 404.

Why It Matters
A new board member can affect corporate governance and strategic oversight. Investors should note (1) the company is compensating the director with equity (RSUs) and cash, which dilutes existing equity and adds modest annual cash expense, and (2) Mr. Kelton’s deep ICT and telecom experience may strengthen oversight in areas relevant to SharonAI’s business. The filing confirms the appointment is not the result of any special arrangement and discloses the compensation terms for transparency.