Alliance Entertainment elects Ogilvie and Walker

Alliance Entertainment Holding Corporation (AENT) reported that stockholders elected Bruce Ogilvie and Jeffrey Walker as Class III directors and approved advisory proposals on executive compensation and the frequency of future compensation votes.

Available on EDGAR 11/10/2026 - 08:00 AM EST Accepted by SEC EDGAR 11/10/2026 - 08:00 AM EST

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Form Type

8-K

Rhea-AI Filing Summary

Ogilvie received 106,039,550 votes for and 1,913,679 votes withheld across Class A and Class E common stock; Walker received 106,027,394 votes for and 1,925,835 withheld. The executive compensation proposal received 107,328,670 votes for and 615,056 against. Stockholders approved a three-year frequency for future advisory compensation votes. The Board determined to hold those votes every three years until another frequency vote is submitted or the Board determines a different frequency is in the Company's and its stockholders' best interest.

Filing Explained

During the escrow period, holders of contingent Class E shares had contractually agreed to vote those shares in the same manner and proportion as other Class A holders, constraining how the escrowed shares could be voted.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Bruce Ogilvie votes for election: 106,039,550 votes Bruce Ogilvie votes withheld: 1,913,679 votes Jeffrey Walker votes for election: 106,027,394 votes +4 more

7 metrics

Bruce Ogilvie votes for election 106,039,550 votes Combined Class A and Class E common stock

Bruce Ogilvie votes withheld 1,913,679 votes Combined Class A and Class E common stock

Jeffrey Walker votes for election 106,027,394 votes Combined Class A and Class E common stock

Executive compensation proposal votes for 107,328,670 votes Combined Class A and Class E common stock

Executive compensation proposal votes against 615,056 votes Combined Class A and Class E common stock

Votes for every-three-years frequency 71,219,049 votes Combined Class A and Class E common stock

Votes for every-year frequency 36,193,547 votes Combined Class A and Class E common stock

Key Terms

Class III directors, non-binding, advisory basis, contingent Class E common stock, Contingent Consideration Escrow Agreement

4 terms

Class III directors technical

"elect two (2) Class III directors"

Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.

non-binding, advisory basis regulatory

"approve, on a non-binding, advisory basis"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

contingent Class E common stock technical

"outstanding shares of contingent Class E common stock"

Contingent Consideration Escrow Agreement technical

"Pursuant to the Contingent Consideration Escrow Agreement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who was elected to the AENT board at the 2026 annual meeting?

Bruce Ogilvie and Jeffrey Walker were elected as Class III directors. Ogilvie received 106,039,550 votes for and 1,913,679 withheld; Walker received 106,027,394 votes for and 1,925,835 withheld across Class A and Class E common stock.

How did AENT stockholders vote on executive compensation?

Stockholders approved the executive compensation proposal on a non-binding, advisory basis, with 107,328,670 votes for, 615,056 against, and 9,503 abstentions across Class A and Class E common stock.

How often will AENT hold advisory votes on executive compensation?

AENT's Board determined to hold the votes every three years. That frequency will remain in place until another frequency vote is submitted to stockholders or the Board determines that a different frequency is in the best interest of the Company and its stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2026

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-40014	85-2373325
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

8201 Peters Road, Suite 1000

Plantation, FL 33324

(Address of Principal Executive Offices) (Zip Code)

(954) 255-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	AENT	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share	AENTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On November 5, 2026, Alliance Entertainment Holding Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders voted on the following proposals and cast their votes as described below. These matters are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on September 24, 2026 with the Securities and Exchange Commission (the “Definitive Proxy Statement”).

The final results for Proposal No. 1, No. 2, and No. 3 as set forth in the Definitive Proxy Statement were as follows:

Proposal No. 1: To elect two (2) Class III directors to serve on the Company’s Board until the 2029 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

	Nominee	Votes For	Votes Withheld
Class A common stock:	Bruce Ogilvie	47,918,593	34,636
	Jeffrey Walker	47,918,373	34,856

Class E common stock:¹	Bruce Ogilvie	58,120,957	1,879,043
	Jeffrey Walker	58,109,021	1,890,979

Total Class A common stock and Class E common stock:	Bruce Ogilvie	106,039,550	1,913,679
	Jeffrey Walker	106,027,394	1,925,835

Proposal No. 2: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:

	Votes For	Votes Against	Abstain
Class A common stock:	47,941,925	11,132	172

Class E common stock:¹	59,386,745	603,924	9,331

Total Class A common stock and Class E common stock:	107,328,670	615,056	9,503

Proposal No. 3: To approve, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers:

	Every Year	Every Two Years	Every Three Years	Abstain
Class A common stock:	655,073	6,628	47,288,371	3,157

Class E common stock:¹	35,538,474	359,577	23,930,678	171,271

Total Class A common stock and Class E common stock:	36,193,547	366,205	71,219,049	174,428

¹ Pursuant to the Contingent Consideration Escrow Agreement dated February 10, 2023, pursuant to which the outstanding shares of contingent Class E common stock are held in escrow, during the escrow period, the holders of the contingent Class E common stock have contractually agreed to vote their shares of contingent Class E common stock in the same manner and proportion as the holders of the Class A common stock other than the holders of the contingent Class E common stock.

Based on the foregoing votes, each of Bruce Ogilvie and Jeffrey Walker was elected as a Class III director, Proposal No. 2 was approved on a non-binding, advisory basis, and, for Proposal No. 3, a three-year frequency for future advisory votes to approve the compensation of the Company’s named executive officers was approved on a non-binding, advisory basis.

Based on the foregoing voting results and consistent with the recommendation of the Board of Directors of the Company (the “Board”), the Board has determined to hold an advisory vote on the compensation of the Company’s named executive officers every three years until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interest of the Company and its stockholders.

Item 9.01

Financial Statements and Other Exhibits.

(d)

Exhibits.

Exhibit No.		Exhibit
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 10, 2026	ALLIANCE ENTERTAINMENT HOLDING CORPORATION

	By:	/s/ Bruce Ogilvie
	Name:	Bruce Ogilvie
	Title:	Executive Chairman

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents