SPAR Group, Inc. (SGRP) Group of Large Shareholders Demand the Directors Who Were Not Re-Elected to the Board of Directors at the 2024 Annual Meeting of Shareholders Held on June 12, 2025, Abide by the SGRP Bylaws

Rhea-AI Summary

SPAR Group (NASDAQ:SGRP) shareholders are demanding the resignation of two directors who were not re-elected at the 2024 Annual Shareholders' Meeting held on June 12, 2025. According to voting results, Linda Houston received 8,041,083 votes for and 9,714,561 against, while John Bode received 8,023,093 votes for and 9,747,031 against.

Per SPAR's Bylaws Section 3.11, directors who fail to be re-elected must submit written irrevocable resignations. Despite this requirement and the voting outcome, Houston and Bode have not resigned as of July 22, 2025. A group of large shareholders, led by Robert G. Brown, is urging the Board to comply with the bylaws and implement the immediate removal of both directors, retroactively effective to June 12, 2025.

Positive

• Clear bylaws requirement for director resignation upon failed re-election
• Strong shareholder participation in voting process with decisive results

Negative

• Two directors refusing to comply with bylaws by not resigning after failed re-election
• Potential corporate governance issues due to non-compliance with bylaws
• Risk of legal disputes between shareholders and board members

Palm Beach Gardens, Florida--(Newsfile Corp. - July 23, 2025) - ("SPAR") held its 2024 Annual Shareholders' Meeting on June 12, 2025 (the "Shareholder Meeting"), for the purposes, among other actions, to vote upon the election of certain nominees to the SPAR Board of Directors (the "Board"). Of the 7 nominees presented for election to the SPAR Board, 3 such nominees then-serving as SPAR directors were not reelected.

A group of large SPAR shareholders led by Robert G. Brown, has announced that they are demanding the two directors from the Board who were not re-elected at the Shareholder Meeting abide by the Bylaws (as defined below).

The SPAR Amended and Restated Bylaws, as amended through January 25, 2022 (the "Bylaws"), in Section 3.11 (Director Re-election) state the following:

A person shall not be qualified for election or re-election as a director unless he or she tenders, before his or her election or re-election, a written irrevocable letter of resignation and retirement (which shall constitute an irrevocable resignation for purposes of DGCL Section 141 (b)), pursuant to which the departing director shall be deemed to have retired for all purposes (including all plans and other benefits) which letter shall be effective as and when, and effective upon, such person failing to be re-elected by the required majority vote at any future meeting of stockholders at which such person is subject to re-election.

SPAR reported the results of the Shareholder Meeting with respect to the shareholder voting for director nominees Ms. Houston and Messrs. Bode and Matacunas as follows:⁽¹⁾

Linda Houston	For: 8,041,083	Against: 9,714,561
John Bode	For: 8,023,093	Against: 9,747,031
Mikhael R. Matacunas	For: 7,282,163	Against: 10,473,481

 

In accordance with the SPAR Bylaws, Ms. Houston and Mr. Bode should have resigned effective immediately following the Shareholder Meeting. On July 11, 2025, Mr. Brown and the group of shareholders notified SPAR, through SPAR's legal counsel, Foley and Lardner, LLP, that Linda Houston and John Bode should have resigned.

Linda Houston and John Bode have not resigned as directors of SPAR as of July 22, 2025.

The group of SPAR shareholders has advised the Board to ensure that the shareholders' decisions not to reelect Linda Houston and John Bode are honored and respected, consistent with the Bylaws of SPAR and the Board's fiduciary duties to all SPAR shareholders. The group of SPAR shareholders again urges the Board to comply with the SPAR Bylaws and Delaware General Corporation Law in respect of implementing the immediate removals of Ms. Houston and Mr. Bode from the Board, retroactively effective to June 12, 2025.

(1) SPAR Group, Inc., Current Report on Form 8-K, dated June 18, 2025. The table of voting results omits certain information from the source document which is not relevant to the demand for the resignations of Ms. Houston and Mr. Bode.

IMPORTANT NOTICES:

THE FOREGOING INFORMATION MAY BE DISSEMINATED TO THE PUBLIC AND COMPANY SHAREHOLDERS VIA TELEPHONE, U.S. MAIL, E-MAIL, CERTAIN WEBSITES AND CERTAIN SOCIAL MEDIA VENUES, IN ADDITION TO THIS PRESS RELEASE. THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS A RESEARCH REPORT OR INVESTMENT ADVICE.

Disclaimers
The views expressed herein are those of Mr. Brown and certain shareholders of SPAR, as of the date referenced and are subject to change at any time based on market or other conditions. These views are not intended to be a forecast of future events or a guarantee of future results. These views may not be relied upon as investment advice. The information provided in this material should not be considered a recommendation to buy or sell any of the securities mentioned. It should not be assumed that investments in such securities have been or will be profitable. This document is rendered solely for informational purposes.

For questions regarding the matters set forth above, please contact Robert Brown via email at rbrown6@msn.com.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/259792

FAQ

What happened at SPAR Group's 2024 Annual Shareholders Meeting regarding director elections?

At the June 12, 2025 meeting, two directors - Linda Houston and John Bode - failed to receive majority votes for re-election, with Houston receiving 9,714,561 votes against and Bode receiving 9,747,031 votes against.

Why are SGRP shareholders demanding director resignations?

According to SPAR's bylaws, directors who fail to be re-elected must submit irrevocable resignations. Houston and Bode have not resigned despite failing to receive majority votes, violating this requirement.

How many votes did Linda Houston and John Bode receive in the SGRP board election?

Linda Houston received 8,041,083 votes for and 9,714,561 against, while John Bode received 8,023,093 votes for and 9,747,031 against.

What do SPAR Group's bylaws say about directors who fail to be re-elected?

SPAR's bylaws Section 3.11 requires directors to submit written irrevocable letters of resignation before election, which become effective if they fail to be re-elected by majority vote at shareholder meetings.

When did SGRP shareholders formally request the directors' resignation?

On July 11, 2025, Robert Brown and a group of shareholders notified SPAR through their legal counsel, Foley and Lardner, LLP, that Houston and Bode should have resigned.