AudioEye shareholders back board and pay plan

AudioEye, Inc. reported the results of its 2026 Annual Meeting of Stockholders, held online via live webcast on June 22, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

AudioEye, Inc. reported the results of its 2026 Annual Meeting of Stockholders, held online via live webcast on June 22, 2026. As of the record date, 12,493,415 common shares were outstanding, and 7,233,716 shares, representing 58% of voting power, were represented by proxy.

Stockholders elected five directors: Dr. Katherine Fleming, James B. Hawkins, David Moradi, Jamil Tahir, and Kelly Georgevich. They also approved, on an advisory and non-binding basis, the Company’s 2025 compensation for its named executive officers, with 5,551,022 votes for, 1,378,974 against, and 303,720 abstentions.

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

Shares outstanding: 12,493,415 shares Shares represented: 7,233,716 shares Votes for Dr. Fleming: 7,152,196 votes +4 more

7 metrics

Shares outstanding 12,493,415 shares Common stock outstanding as of the record date for the 2026 Annual Meeting

Shares represented 7,233,716 shares Shares represented by proxy at the Annual Meeting, 58% of voting power

Votes for Dr. Fleming 7,152,196 votes Votes for director nominee Dr. Katherine Fleming

Votes for Hawkins 7,139,492 votes Votes for director nominee James B. Hawkins

Say-on-pay votes for 5,551,022 votes Votes in favor of 2025 named executive officer compensation

Say-on-pay votes against 1,378,974 votes Votes against 2025 named executive officer compensation

Say-on-pay abstentions 303,720 votes Abstentions on 2025 named executive officer compensation proposal

Key Terms

Annual Meeting of Stockholders, record date, broker non-votes, advisory (non-binding) basis

4 terms

Annual Meeting of Stockholders financial

"On June 22, 2026, AudioEye, Inc. held its 2026 Annual Meeting of Stockholders online via live webcast."

record date financial

"As of the record date for the Annual Meeting, there were 12,493,415 shares of the Company’s common stock outstanding."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes financial

"Dr. Katherine Fleming ... 7,152,196 ... 81,520 ... 0 broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) basis financial

"To approve the 2025 compensation of the Company’s named executive officers on an advisory (non-binding) basis."

FAQ

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

When did AudioEye (AEYE) hold its 2026 Annual Meeting of Stockholders?

AudioEye held its 2026 Annual Meeting of Stockholders on June 22, 2026, via an online live webcast. This virtual format allowed stockholders to participate remotely while the company presented proposals and collected proxy votes on directors and executive compensation.

How many AudioEye (AEYE) shares were outstanding and represented at the 2026 Annual Meeting?

As of the record date, AudioEye had 12,493,415 shares of common stock outstanding. At the 2026 Annual Meeting, 7,233,716 shares were represented by proxy, accounting for 58% of the total voting power entitled to vote on the meeting’s proposals.

Which directors were elected at AudioEye’s 2026 Annual Meeting and how were votes cast?

Stockholders elected Dr. Katherine Fleming, James B. Hawkins, David Moradi, Jamil Tahir, and Kelly Georgevich. Each received over 6.7 million votes for, with relatively small withheld vote totals and no broker non-votes reported for any of the director election outcomes disclosed.

What was the result of AudioEye (AEYE) stockholders’ say-on-pay vote for 2025 executive compensation?

Stockholders approved the 2025 compensation of AudioEye’s named executive officers on an advisory, non-binding basis. The vote totals were 5,551,022 shares for approval, 1,378,974 shares against, 303,720 abstentions, and no broker non-votes recorded for this compensation-related proposal.

Was AudioEye’s say-on-pay proposal at the 2026 Annual Meeting binding on the company?

The say-on-pay proposal regarding 2025 compensation for named executive officers was explicitly advisory and non-binding. Although stockholders approved it, the vote serves as an expression of shareholder views on compensation practices rather than a legally binding requirement for AudioEye’s board.

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

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Accepted by SEC EDGAR 06/23/2026 - 08:45 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 22, 2026

AUDIOEYE, INC.

(Exact name of registrant as specified in charter)

Delaware	001-38640	20-2939845
State of Other Jurisdiction of Incorporation	Commission File Number	IRS Employer Identification No.

5210 E. Williams Circle, Suite 750

Tucson, Arizona 85711

(Address of principal executive offices / Zip Code)

(866) 331-5324

(Registrant’s telephone number, including area code)

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.
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.00001 per share

AEYE

The Nasdaq Capital Market

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 June 22, 2026, AudioEye, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) online via live webcast. At the Annual Meeting, the Company’s stockholders voted on the two proposals described below. The proposals presented at the Annual Meeting are described in detail in the Company’s definitive proxy statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 13, 2026.

As of the record date for the Annual Meeting, there were 12,493,415 shares of the Company’s common stock outstanding. At the Annual Meeting, 7,233,716 shares of common stock, or 58% of the total voting power of the Company’s outstanding common stock entitled to vote, were represented by proxy.

The final results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1 – Election of Directors.

	Votes For	Withheld	Broker Non-Votes
Dr. Katherine Fleming	7,152,196	81,520	0
James B. Hawkins	7,139,492	94,224	0
David Moradi	7,138,563	95,153	0
Jamil Tahir	6,724,170	509,546	0
Kelly Georgevich	7,124,086	109,630	0

Proposal 2 – To approve the 2025 compensation of the Company’s named executive officers on an advisory (non-binding) basis.

For		Against		Abstain		Broker Non-Votes
5,551,022		1,378,974		303,720		0

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

June 23, 2026	AudioEye, Inc.
	(Registrant)

	By:	/s/ Kelly Georgevich
	Name:	Kelly Georgevich
	Title:	Chief Executive Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents